Common use of Representations and Warranties of the Agent Clause in Contracts

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a broker-dealer duly registered as such in California, a member in good standing of the NASD and a broker-dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent. The Agent is a member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the consummation Exchange Act, other federal securities laws, state securities laws and the Rules of the transactions contemplated hereby NASD, specifically including, but not in any way limited to, NASD Rules 2420, 2730, 2740 and compliance with the terms 2750. Each Soliciting Dealer and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws each salesperson acting on behalf of the Agent or any agreement, indenture or other instrument to which a Soliciting Dealer will be registered with the Agent is a party or NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundhe will offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedShares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreement in substantially the Agent’s performance under this Agreementform of Exhibit A hereto.

Representations and Warranties of the Agent. The Agent represents and warrants to each of the Company and the Bank as followsFunds that: (a) The Agent It is a corporation duly organized and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.Delaware; (b) The execution and delivery It is duly qualified to carry on its business in the State of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.Missouri; (c) Each It is empowered under Applicable Laws and the laws of the Agent and its employees, agents and representatives who shall perform any state of the services hereunder shall be duly authorized and empoweredorganization, and shall have all licensesby its Articles of Incorporation and Bylaws, approvals to enter into this Agreement and permits necessary to perform such services; and the Agent is a registered selling agent Services contemplated in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.this Agreement; (d) It is registered as a transfer agent to the extent required under the 1934 Act, such registration has not been revoked, suspended or otherwise the subject of any proceeding before the Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The execution and delivery Agent will promptly notify the Funds in writing in the event of any material change in the Agent’s status as a registered transfer agent. Should the Agent fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement by Agreement, the Funds may, on written notice to the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.immediately terminate this Agreement; (e) No approval of any regulatory or supervisory or other public authority is required in connection with It has taken all requisite corporate action to authorize the Agent’s execution Agent to enter into and delivery of perform this Agreement, except as may have been received.; (f) There is no suit or proceeding or charge or action before or by any courtThe Agent has, regulatory authority or government agency or body orand will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations; (g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, pending use by the Agent of such software and Intellectual Property does not infringe or threatenedotherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, which might materially adversely affect then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agent’s performance under breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agent’s obligations thereunder are contingent upon the Funds’ use of the Agent’s Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and (h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DST’s testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies. THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Holding Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Ohio and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank CF Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents ------------------------------------------- and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a broker-dealer duly registered as such in California, a member in good standing of the NASD, and a broker-dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent. The Agent is a member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the consummation of Exchange Act, other federal securities laws, state securities laws and the transactions contemplated hereby NASD. Each Soliciting Dealer and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws each salesperson acting on behalf of the Agent or any agreement, indenture or other instrument to which a Soliciting Dealer will be registered with the Agent is a party or NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundhe will offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately, and provides an adequate basis for evaluating an investment in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedShares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreement in substantially the Agent’s performance under this Agreementform of Exhibit A hereto.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingOfferings. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent KBW is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the AgentKBW, and this Agreement has been duly and validly executed and delivered by the Agent KBW, and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent KBW or any agreement, indenture or other instrument to which the Agent KBW is a party or by which it or its property is bound. (e) No approval action, suit, charge or proceeding is pending, or to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform obligations under this Agreement. (f) No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required in connection with for the Agent’s execution and delivery by Agent of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky Blue Sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsMutual Savings Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Mutual Savings Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company Magnolia Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Company or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. “Agent Disclosure Statements” shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which, when the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the heading “Plan of Distribution” in the Prospectus, or (ii) based upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Prospectus, or any supplement to the Prospectus; provided, however, the Agent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, or with respect to which the Agent has provided the Company a written objection.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Pennsylvania and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank SSB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Chesapeake Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Chesapeake Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with full corporate power and authority to provide the services to be furnished to the Company Bank and the Bank Holding Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof extent that such enforcement may be limited by (i) bankruptcybankruptcy laws, insolvencyinsolvency laws, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. The Agent is a member firm of The National Association of Securities Dealers, Inc. and is in compliance in all material respects with all state and federal broker-dealer regulation, and regulations of any applicable self-regulatory organization, applicable to it and its performance of services hereunder. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundbound which would result in a material adverse change in the condition (financial or otherwise) or business affairs of the Agent. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to each of the Company and the Bank as followsFunds that: (a) The Agent It is a corporation duly organized and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.Delaware; (b) The execution and delivery It is duly qualified to carry on its business in the State of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.Missouri; (c) Each It is empowered under Applicable Laws and the laws of the Agent and its employees, agents and representatives who shall perform any state of the services hereunder shall be duly authorized and empoweredorganization, and shall have all licensesby its Articles of Incorporation and Bylaws, approvals to enter into this Agreement and permits necessary to perform such services; and the Agent is a registered selling agent Services contemplated in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.this Agreement; (d) It is registered as a transfer agent to the extent required under the 1934 Act, such registration has not been revoked, suspended or otherwise the subject of any proceeding before the Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The execution and delivery Agent will promptly notify the Funds in writing in the event of any material change in the Agent's status as a registered transfer agent. Should the Agent fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement by Agreement, the Funds may, on written notice to the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.immediately terminate this Agreement; (e) No approval of any regulatory or supervisory or other public authority is required in connection with It has taken all requisite corporate action to authorize the Agent’s execution Agent to enter into and delivery of perform this Agreement, except as may have been received.; (f) There is no suit or proceeding or charge or action before or by any courtThe Agent has, regulatory authority or government agency or body orand will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations; (g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, pending use by the Agent of such software and Intellectual Property does not infringe or threatenedotherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, which might materially adversely affect then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agent’s performance under 's breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agent's obligations thereunder are contingent upon the Funds' use of the Agent's Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and (h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DST's testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies. THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank GB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company GBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Nebraska and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank HF Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Eastern Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Eastern Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) Neither the Agent nor anyone acting on its behalf has engaged in any Testing-the-Waters Communication.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Meetinghouse Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Lake Shore Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Florida with full power and authority to provide the services to be furnished to the Company Lake Shore Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (ai) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Federal Savings Bank as followsParties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New Hampshire and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Federal Savings Bank Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement. (g) To the Agent’s knowledge, there are no affiliations or associations between the Agent and any of the Federal Savings Bank Parties’ officers or directors. (h) The Agent has received the written non-objection of FINRA with respect to the compensation set forth in Section 4 of this Agreement.

Representations and Warranties of the Agent. The Agent represents represents, warrants and warrants covenants to and with the Company and the Bank as followsthat: (a) The Agent it is a valid and subsisting corporation and is validly existing in good standing under the laws law of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.jurisdiction in which it was incorporated; (b) The execution the Agent holds all registrations, licenses and delivery of permits that are required for carrying on its business in the manner in which such business has been carried on to sell the Offered Shares in the Qualifying Jurisdictions, and the Agent has the corporate power and capacity to carry on the business carried on by it and the Agent is duly qualified to carry on business in the Qualifying Jurisdictions (c) it has good and sufficient right and authority to enter into this Agreement and the consummation of complete the transactions contemplated hereby have been duly and validly authorized by all necessary action under this Agreement on the part of the Agent, terms and conditions set forth herein; (d) this Agreement has been duly and validly authorized, executed and delivered by the Agent and is constitutes a legal, valid and legally binding agreement obligation of the Agent, Agent enforceable against the Agent in accordance with its termsthe terms hereof, except in any case as the legality, validity, binding nature and enforceability enforcement thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or moratorium and other similar laws relating to or affecting the enforcement rights of creditors’ rights generallycreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.; (ce) Each it is a broker registered under the Securities Laws; (f) the Agent is, and will remain until the completion of the Agent and Offering, appropriately registered under Securities Laws so as to permit it to lawfully fulfil its employees, agents and representatives who shall perform any of the services obligations hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each and will remain until the completion of the jurisdictions Offering, a participating organization of the CSE in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.good standing; and (dg) The execution and delivery of this Agreement by it will sell the Agent, the consummation of the transactions contemplated hereby and Offered Shares in compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundSecurities Laws. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsNSTS Bancorp that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank NSTS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company NSTS Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Texas with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally or the rights of creditors, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services serivces hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this AgreementAgreement or the performance of its terms, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank CS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank PyraMax Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Indiana and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank ▇▇▇▇▇▇▇▇ Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank ▇▇▇▇▇▇▇▇ Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPFS Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank PFS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company PFS Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsGreenville Federal Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York and is licensed to conduct business in the State of Ohio with full power and authority to provide the services to be furnished to the Company and the Bank Greenville Federal Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offering is consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, under the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of any regulatory or supervisory or other public authority is required in connection with Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the Agent’s execution and delivery ability of Agent to perform its obligations under this Agreement, except as may have been received. (f) There Agent is no suit or proceeding or charge or action before or registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the "1934 Act") and is a member in good standing of the NASD. (g) Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have and maintain until the Offering is consummated or terminated all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPPHI Parties that: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State Commonwealth of New York Pennsylvania, with full power and authority to provide the services to be furnished to the Company and the Bank PPHI Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhas, and until the Offering is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of this Agreement by Agent threatened, against the Agent that, if determined adversely to Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares shall be delivered by the Agent to _____________________, regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated ________________, to the knowledge of 2018, by and among PPIX, HoldCo, the Agent, pending or threatenedand the Escrow Agent (the “Escrow Agreement”), which might materially adversely affect by noon of the next business day after receipt by the Agent’s performance , together with a written account of each purchaser that sets forth, among other things, the name and address of the purchaser, the number of Shares purchased and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and shall not be accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe 1934 Act.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Winchester Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Florida with full power and authority to provide the services to be furnished to the Company Winchester Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and the policies of the Division and the FDIC thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Reorganization or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Mid-Tier Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s Agents performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing limited liability company formed under the laws of the State of New York Washington, validly existing and in good standing, with full all requisite power and authority to provide the services enter into this Agent Agreement and to be furnished to the Company and the Bank carry out its obligations hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agent Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The Agent is duly registered pursuant to the provisions of the Agent 1934 Act, as a broker-dealer and its employees, agents and representatives who shall perform any is a member in good standing of the services hereunder shall be National Association of Securities Dealers, Inc. (“NASD”) and duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and registered as a broker-dealer in those states in which the Agent is a registered selling agent in each of the jurisdictions in which the Shares are required to be offered so registered in order to carry out the Offering contemplated by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingMemorandum. (d) The execution and delivery of this Agreement by Agent will use its best efforts to conduct the Agent, the consummation of the transactions contemplated hereby and Offering in compliance with the terms requirements of Regulation D and provisions hereof in this regard the Agent will have: (i) During the course of the Offering, and to the extent any representations are made concerning the Offering or matters set forth in the Memorandum, not conflict withmade any untrue statement of a material fact and not omitted to state a material fact required to be stated or necessary to make any statement not misleading; (ii) Not offered, offered for sale, or result sold the Units, except to the extent permitted by Regulation D, by means of: (A) Any advertisement, article, notice, or other communication mentioning the Units published in a breach ofany newspaper, magazine or similar medium or broadcast over television or radio; (B) Any seminar or meeting, the attendees of which have been invited by any general solicitation or general advertising; or (iii) Prior to the sale of any of the termsUnits, provisions reasonably believed that each subscriber and his or conditions ofher purchaser representative, or constitute a default if any, met the suitability and other investor standards set forth in the Memorandum and the Blue Sky Survey prepared by Company Counsel pursuant to Section 9.(c) of this Agent Agreement; the Agent will prepare and maintain memoranda and other appropriate records substantiating the foregoing; (or an event iv) Only used sales materials other than the Memorandum which with notice or lapse of time or both would constitute a defaulthave been approved for use in this Offering by the Company; (v) under, During the articles of incorporation or bylaws course of the Agent Offering provided each offeree with a copy of the Memorandum; (vi) Until the last closing date, promptly distributed any supplement or any agreement, indenture or other instrument amendment to which the Memorandum received from the Company to persons who previously received a copy of the Memorandum and who the Agent is a party believes continue to be interested in the Company and included such supplement or by which it amendment in all deliveries of the Memorandum made after receipt of any such supplement or its property is bound.amendment; and (evii) No approval Not made any representations on behalf of the Company other than those contained in the Memorandum, nor have acted as an agent of the Company in any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, capacity except as may have been receivedexpressly set forth herein. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Blue Hills Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Blue Hills Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Melrose Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank MW Parties as follows: (a) a. The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company MW Parties hereunder. The Agent is registered as a broker-dealer with the SEC and is a member of FINRA. b. Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. c. With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and ODFI and FDIC regulations and policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank hereunderhas consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures under the GLB Act and ODFI and OCC regulations thereunder to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. d. Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. e. No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. f. There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. g. The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (bor an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. h. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Effective as of the Initial Closing Date, the Agent represents and warrants to each of the Company and the Bank as followsother parties hereto that: (a) The Agent It is a corporation national banking association duly organized and is validly existing in good standing under the laws of the State United States of New York with America and has the full power and authority to provide the services enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be furnished to the Company and the Bank hereunder.a party; (b) The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby each other Operative Agreement to which it is a party have been been, or when executed and delivered will be, duly and validly authorized by all necessary corporate action on the part of the AgentAgent and have been, and this Agreement has been or on such Closing Date will have been, duly and validly executed and delivered by the Agent and, assuming the due authorization, execution and is a delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding agreement obligations of the Agent, enforceable against it in accordance with its their respective terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.; (c) Each of The execution, delivery and performance by the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, the consummation do not and will not contravene any applicable Law of the transactions contemplated hereby State of Texas or of the United States of America governing its activities and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, contravene any of the terms, provisions or conditions provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) underunder any indenture, the articles of incorporation or bylaws of the Agent or any agreementmortgage, indenture contract or other instrument to of which the Agent it is a party or by which it or its property is properties are bound. (e) No , or require any consent or approval of any regulatory Governmental Authority under any applicable law, rule or supervisory regulation of the State of Texas or other public authority is required in connection with any federal law, rule or regulation of the Agent’s execution and delivery United States of this Agreement, except as may have been received.America governing its activities; and (fd) There is no suit or proceeding or charge or action before or Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor to, use the proceeds of any courtLoan for any purpose other than the purchase of the Properties, regulatory authority or government agency or body orthe acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the knowledge of Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this AgreementOperative Agreements.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsSBI Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank SBI Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company SBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the Commonwealth of Massachusetts and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State of New York Illinois with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which that with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws governing documents of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New Jersey and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary necessary, to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act Regulations to the extent applicable.

Representations and Warranties of the Agent. The Agent represents hereby represents, warrants and warrants to agrees with the Company and the Bank as followsthat: (a) The Agent is a corporation and is duly organized, validly existing and in good standing under the laws of the State of New York Illinois, with full the corporate power and authority to provide conduct its business, to execute and deliver this Agreement, and to perform the services to be furnished to the Company and the Bank hereunderobligations contemplated herein. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legalconstitutes the valid, valid binding and binding enforceable agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof may be limited by extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, organization, moratorium, reorganization, conservatorship, receivership or fraudulent conveyance and other similar laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and general principles of equity (ii) general equity principles regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The Agent's execution and delivery of this Agreement by Agreement, and the Agentperformance of its obligations hereunder, the consummation will not result in a breach or violation of the transactions contemplated hereby and compliance with any of the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the its articles of incorporation or bylaws of the Agent bylaws, any agreement or any agreement, indenture or other instrument to which the Agent it is a party or by which it or its property is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Agent. (d) As of the date of the Registration Statement, the information contained in the Registration Statement relating to the Agent, if any, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) No approval The Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent will maintain all its registrations in good standing throughout the term of the Offering and the Agent will comply with all statutes and other requirements of law applicable to it with respect to its brokerage activities within those jurisdictions. To the extent required by applicable law, any regulatory individual who participates in the offer or supervisory or other public authority is required in connection with sale of the Shares as the Agent’s execution and delivery 's agent or registered representative will be duly registered as a registered representative or principal of this Agreement, except as may have been receivedthe Agent pursuant to the provisions of the NASD rules. (f) There Neither Agent nor any of its directors or officers nor any beneficial owner of 10% or more of any class of its equity securities, nor any of their respective affiliates (nor any other person serving in a similar capacity): (i) has been convicted within ten years prior to the date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement with the Commission, or arising out of such person's conduct as an underwriter, broker, dealer, municipal securities dealer or investment adviser; (ii) is no suit subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to section 6 of the Exchange Act, an association registered as a national securities association under section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission constituting conduct inconsistent with just and equitable principles of trade; (v) is subject to a United States Postal Service false representation order entered within five years prior to the date hereof; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to any conduct alleged to constitute postal fraud; (vi) has been or has been named as an underwriter of any securities covered by any registration statement which is the subject of any pending proceeding or charge examination under Section 8 of the Act, or action before is the subject of any refusal order or by any court, regulatory authority or government agency or body or, stop order entered thereunder within five years prior to the knowledge date hereof; (vii) has taken or failed to take any other act or are subject to any other order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of federal or state securities laws; (viii) has filed a registration statement that is the Agentsubject of a currently effective stop order entered pursuant to any state's securities law within five years prior to the date hereof; (ix) has been convicted within five years prior to the date hereof of any felony or misdemeanor in connection with the offer, pending purchase or threatenedsale of any security or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud; (x) is currently subject to any state administrative enforcement order or judgment entered by that state's securities administrator within five years prior to the date hereof or is subject to any state's administrative enforcement order or judgment in which might materially adversely affect fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the Agent’s performance under this Agreementorder or judgment was entered within five years prior to the date hereof; (xi) is subject to any state's administrative enforcement order or judgment that prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or (xii) is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within five years prior to the date hereof.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Eagle Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the SEC, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the “1934 Act”) to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Home Federal Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Home Federal Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank ▇▇▇▇▇ Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company ▇▇▇▇▇ Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Reorganization or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank NB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the Commonwealth of Massachusetts and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Avidia Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the SEC, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (ai) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Ohio with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Agent or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) the provisions of any Governmental Rule binding on the Agent or its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of 's obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance 's ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus or any amendment thereof or supplement thereto, which, when the Prospectus or any such amendment thereof or supplement thereto is or was filed with the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the heading "Plan of Distribution" in the Prospectus, or (ii) based upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Prospectus, or any amendment thereof or supplement thereto; provided, however, the Agent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, or with respect to which the Agent has provided the Company a written objection.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each Except for licenses, approvals and permits required by the State of Arkansas or required by another jurisdiction solely because the Offering is being made in such jurisdiction, each of Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the "1934 Act") to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the "1934 Act") to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company Company, the MHC, the Mid-Tier Holding Company, and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company Bank, the Mid-Tier Holding Company, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or of action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank ▇▇▇▇▇▇▇ Penn Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its termsterms , except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) except to the extent, if any, that the provisions of Sections 8 and 9 hereof may, with respect to the Agent, be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsMutual Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company Bank Mutual Parties hereunder and the Bank to perform its obligations hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by is the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the . The Agent is a registered selling agent in each of the all U.S. jurisdictions, and will remain registered in such jurisdictions in which the Shares Bank Mutual Parties are to be offered by relying on such registration for the Company in reliance upon sale of the Agent as a registered selling agent as set forth in Shares, until the blue sky memorandum prepared with respect to Conversion and the OfferingOfferings are consummated or terminated. (d) No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of Agent, threatened against Agent that, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD"). The Agent is in good standing with the SEC and the NASD. (f) Any funds received in the Offerings by the Agent shall be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. (g) The execution and delivery of this Agreement by the Agent, the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated hereby and compliance shall not violate or conflict with the terms and provisions hereof will not corporate charter or bylaws of the Agent or violate, conflict with, with or result in constitute a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which which, with notice or lapse of time time, or both both, would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to by which the Agent is a party bound or by which it under any governmental license or its property is boundpermit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it. (eh) No approval of any regulatory or supervisory or other public authority There is required in connection with not now pending or, to the Agent’s execution and delivery 's knowledge, threatened against the Agent any material action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning the Agent's activities as a broker-dealer. (i) The NASD, upon review of the terms of this Agreement, except as may shall not have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, objected to the knowledge Agent's performance of its obligations hereunder or the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementterms herein set forth.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank 1st Security Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s Agent‘s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s Agent‘s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and is registered as a broker/dealer in the State of Florida with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum Blue Sky Memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this AgreementAgreement or performance of its obligations hereunder, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body Governmental Entity or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement. (g) Any funds received in the Offering by the Agent or on behalf of the Agent by its employees, agents and representatives will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsNodak Parties that: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State Commonwealth of New York Pennsylvania, with full power and authority to provide the services to be furnished to the Company and the Bank Nodak Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a Advisory Letter Agreement are the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, their terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhas, and until the Offering is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of this Agreement by Agent threatened, against the Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares shall be delivered by the Agent to Christiana Trust, regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated _______, to the knowledge of 2016, by and among Nodak Mutual, Holdings, the Agent, pending or threatenedand the Escrow Agent (the “Escrow Agreement”), which might materially adversely affect by noon of the next business day after receipt by the Agent’s performance , together with a written account of each purchaser which sets forth, among other things, the name and address of the purchaser, the number of Shares purchased and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and shall not be accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe 1934 Act.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) All funds received by the Agent, and the Agent's employees, agents and representatives from the sale of Shares in the offering will be transmitted to a segregated, interest-bearing account with the Bank by noon of the next business day following receipt of the funds. (e) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ef) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fg) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and is registered as a broker/dealer in the State of Washington with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum Blue Sky Memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this AgreementAgreement or performance of its obligations hereunder, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body Governmental Entity or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement. (g) Any funds received in the Offering by the Agent or on behalf of the Agent by its employees, agents and representatives will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. 16NEXT PAGE

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Georgetown Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Georgetown Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder and to perform its obligations hereunder. (b) The Agent is duly registered in good standing as a broker dealer with the SEC and is a member in good standing of the NASD. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (cd) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (de) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might would materially and adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the "1934 Act") to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to to, and covenants with, the Company and the Bank as follows: (a) IPO is registered, to the extent registration is required, with the appropriate governmental agency in each jurisdiction in which the Agent intends to offer or sell the Shares and will use its best efforts to maintain such registrations, qualifications and memberships throughout the term of the Offering. (b) To the knowledge of the Agent, no action or proceeding is pending against the Agent or any of its officers or directors concerning the Agent's activities as a broker or dealer that would materially adversely affect the Company's offering of the Shares. (c) The Agent, in connection with the offer and sale of the Shares and in the performance of its duties and obligations under this Agreement, agrees to comply with all applicable laws of the jurisdictions in which the Shares are offered and sold, and will not, in connection with its efforts hereunder to sell the Shares, make any representation or give any information other than as contained in the Prospectus or in any marketing materials prepared by the Company with the assistance of Agent, which materials must be approved for use by Agent. (d) The Agent is a corporation and is duly organized, validly existing and in good standing under the laws of the State Province of New York with full British Columbia. The Agent has all requisite power and authority to provide the services enter into this Agreement and to be furnished to the Company and the Bank carry out its obligations hereunder. (be) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legal, valid and binding agreement on the part of the Agent, enforceable in accordance with its termssubject, except as the legalityto enforceability, validity, binding nature and enforceability thereof may be limited by (i) to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or moratorium and other similar laws of general applicability relating to or affecting creditors rights, to general principles of equity and to the enforcement of creditors’ extent that rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at lawto indemnity thereunder may be limited under applicable laws. (cf) Each of Neither the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, nor the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a any breach of, of any of the terms, provisions terms or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreementindenture, indenture agreement or other instrument to which the Agent is a party or by which it violate any order directed to the Agent of any court or any provincial or federal or state regulatory body or administrative agency having jurisdiction over the Agent or its property is boundaffiliates. (eg) No approval The Agent knows of no person who rendered any regulatory or supervisory or other public authority is required services in connection with the Agent’s execution and delivery introduction of this Agreement, except as may have been receivedthe Company to the Agent who will be entitled to receive from the Agent or from the Company any finder's fees or similar payments. (fh) There is no suit The Agent agrees that it will not offer or proceeding sell the Agent's options or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge Shares issuable upon exercise of the Agent's option or in satisfaction of the Corporate Finance Fee except (i) pursuant to an effective registration statement under the United States Securities Act of 1933, pending as amended, (ii) en exemption from such registration is available, or threatened(iii) the Shares are offered and sold outside the United States in accordance with Regulation S under the Act, which might materially adversely affect the Agent’s performance under this Agreementif available.

Representations and Warranties of the Agent. The Agent KBW represents and warrants to the Company and the Bank as followsthat: (ai) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of _____ and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents hereby represents, warrants and warrants covenants to the Company Corporation, and acknowledges that the Bank Corporation is relying upon each of such representations, warranties and covenants in entering into the transactions contemplated hereby, as follows: (a) The the Agent is a corporation is, and will remain, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder and is validly existing registered as a dealer (other than as an exempt market dealer) in good standing under the laws each of the State of New York with full Qualifying Jurisdictions; (b) the Agent has all requisite corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of enter into this Agreement and the consummation of to carry out the transactions contemplated hereby have been duly and validly authorized by all necessary action under this Agreement on the part of the Agent, terms and conditions set forth herein; (c) this Agreement has been duly and validly authorized, executed and delivered by the Agent and is constitutes a legal, valid and binding agreement obligation of such Agent enforceable against the Agent, enforceable Agent in accordance with its terms, except as the legality, validity, binding nature and enforceability enforcement thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership moratorium or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and (ii) general equity principles regardless except as rights to indemnity, contribution and waiver of whether such enforceability is considered in a proceeding in equity or at law.contribution may be limited by applicable Laws; (cd) Each of the Agent will offer the Offered Securities for sale to the public in the Qualifying Jurisdictions, directly and its employeesthrough sub-agents, agents if any, in compliance with Applicable Securities Laws and representatives who shall perform any of upon the services hereunder shall be duly authorized terms and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and conditions set forth in this Agreement; (e) the Agent is a registered selling agent will conduct activities in each of connection with the jurisdictions Offering in which the Shares are to be offered by the Company in reliance compliance with all Applicable Securities Laws and upon the Agent as a registered selling agent as terms and conditions set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution Final Prospectus and delivery of this Agreement by the Agentand cause a similar covenant to be obtained from sub- agents, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict withif any, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery distribution of this Agreement, except as may have been received.the Offered Securities; (f) There is no suit the Agent will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or proceeding (D) telecommunications, including electronic display and not make use of any green sheet or charge or action before or by any court, regulatory authority or government agency or body or, to other internal marketing document without the knowledge prior written consent of the AgentCorporation, pending or threatenedsuch consent to be promptly considered and not to be unreasonably withheld; and (g) the Agent will comply with, which might materially adversely affect and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements of the Agent’s performance under this AgreementSecurities Commissions and Applicable Securities Laws.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company Corporation, and acknowledges that the Bank as follows:Corporation is relying upon such representations and warranties, that:‌ (a) The Agent it is a valid and subsisting corporation duly incorporated and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderjurisdiction in which it is incorporated. (b) The execution Agent has all requisite power and delivery of authority and good and sufficient right and authority to enter into, deliver any carry out its obligations under this Agreement and the consummation of complete the transactions contemplated hereby have been duly and validly authorized by all necessary action under this Agreement on the part of the Agent, terms and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.conditions set forth herein (c) Each of Other than the Marketing Materials, the Agent and its employees, agents and representatives who shall perform has not provided any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary marketing materials to perform such services; and the Agent is a registered selling agent any potential investors in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared connection with respect to the Offering. (d) The execution In respect of the offer and delivery sale of the Units, the Agent has complied with the provisions of this Agreement by in all material respects and all Securities Laws in the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundOffering Jurisdictions. (e) No approval The Agent is, and will remain so until completion of any regulatory the Offering, duly registered or supervisory qualified under applicable securities laws in the Offering Jurisdictions and is duly registered or other public authority licensed as a broker-dealer or an investment dealer in those jurisdictions in which it is required to be so registered in connection with order to perform the Agent’s execution and delivery of services contemplated by this Agreement, except as may have been receivedincluding to offer and sell the Units in the Offering Jurisdictions, or where not so registered or licensed, the Agent has acted only through members of a Selling Group who are so registered or licensed. (f) There is no suit The Agent and its representatives have not engaged in or proceeding authorized, and will not engage in or charge authorize, any form of general solicitation or action before general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or other telecommunications, including electronic display, or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any court, regulatory authority general solicitation or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementgeneral advertising.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company Company, the MHC and the Bank as followsthat: (ai) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with Ohio and licensed to conduct business in the State of Ohio and it has the full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsKaiser Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Kaiser Parties hereunder. (b) The execution and delivery of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at lawlaw and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offering is consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, under the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of any regulatory or supervisory or other public authority is required in connection with Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the Agent’s execution and delivery ability of Agent to perform its obligations under this Agreement, except as may have been received. (f) There Agent is no suit or proceeding or charge or action before or registered as a broker/dealer pursuant to Section 15(b) of the 1934 Act and is a member in good standing of the NASD. (g) Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank West End Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. Section 3.1 The Agent represents and warrants to the Company PIMS and the Bank as followsPMFS that: (a) The Agent is a corporation duly organized and is validly existing and in good standing under the laws in its state of the State of New York with organization and has full power and authority under applicable law and has taken all action necessary to provide enter into and perform its obligations and duties under this Agreement. This Agreement constitutes its legal, valid and binding obligation and is enforceable against it in accordance with its terms. No consent or authorization of, filing with or other act by or in respect of any governmental authority, is required in connection with the services to be furnished to the Company and the Bank hereunderexecution, delivery, performances, validity or enforceability of this Agreement. (b) The execution and delivery of Agent is either duly registered as a transfer agent under Section 17 A( c)(1) or is exempt from having to so register in order to provide the services specified in this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the AgentAgreement, and this Agreement is duly qualified and has been duly all requisite licenses and validly executed and delivered by the Agent and authority to carry on its business in all jurisdictions in which is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at lawconducts business. (c) Each The Agent is authorized to enter into and perform this Agreement, and the performance of its obligations hereunder will not violate or conflict with any governing documents or agreements of the Agent and its employees, agents and representatives who shall perform or any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringapplicable law. (d) The execution Agent has and delivery of this Agreement by will continue to have access to the Agentnecessary facilities, equipment and personnel to perform the consummation of the transactions contemplated hereby and compliance Services in accordance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundbest industry practice. (e) No approval The Agent (i) has, and will maintain, an anti-money laundering ("AML") program that satisfies the requirements of any Title III of the USA PATRIOT Act, the Bank Secrecy Act, and applicable anti-money laundering laws, rules and regulations ("Applicable Law"); (ii) will comply with Applicable Law with respect to the Shares, including, but not limited to, the monitoring and reporting of suspicious transactions and the implementation of a customer identification program that complies with Applicable Law; (iii) will supply Fund, PIMS and PMFS and their agents, upon request, with evidence of the due diligence work that it has carried out for particular unitholders of Agent's Separate Accounts and such other information and reports as Fund, PIMS, PMFS or their agents may from time to time reasonably request; (iv) with respect to Shares held in the name of unit holders of Agent's Separate Accounts (i.e. fully disclosed accounts), it will promptly inform Fund, PIMS and PMFS if Agent cannot form a reasonable belief that it knows the true identity of the Customer within a reasonable time after the account has been opened for such Customer; and (v) it will permit inspection by U.S. federal departments or regulatory agencies with appropriate jurisdiction and will make available to examiners from such departments or supervisory regulatory agencies such information and records relating to Agent's AML program as they may reasonably request. Upon the reasonable written request ofPIMS or other public authority is PMFS, Agent shall provide PIMS and PMFS with (x) a copy of its anti-money laundering policies, procedures and controls (or a summary thereot), (y) at Agent's option, either (i) a copy of a written assessment or report prepared by the independent party performing the audit function required in connection by Applicable law (or a summary thereot) or (ii) a certification that the findings of the independent party are satisfactory, and (z) a certificate regarding Agent's anti-money laundering program naming its designated compliance officer, describing its employee training program, and summarizing Agent's monitoring of compliance with the Agent’s execution and delivery of Applicable Law. It being understood that any information furnished pursuant to this Agreement, except as may have been receivedSection shall be considered confidential information. (f) There is no suit or proceeding or charge or action before or The Agent has adopted policies and procedures reasonably designed to ensure that orders for Shares ("Fund Orders") from the unitholders of its Separate Accounts received by any court, regulatory authority or government agency or body or, Agent prior to the knowledge Close of Trading are segregated from Fund Orders received after the Close of Trading, and that such orders are properly transmitted by Agent to the Funds (or their agents) in accordance with this Agreement for execution at the current day's net asset value ("NA V") and that such procedures either prevent or detect on a timely basis instances of noncompliance with the policy with respect to the receipt and processing of Fund Orders; (g) The Agent has adopted policies and procedures reasonably designed to ensure that Fund Orders from unitholders of its Separate Accounts received by Agent after the Close of Trading are properly transmitted by the Agent to the Funds (or their agents) for execution at the next day's NA V and that such procedures either prevent or detect on a timely basis instances of noncompliance with the policy with respect to the receipt and processing of Fund Orders; (h) The Agent has adopted policies and procedures reasonably designed to ensure that all applicable redemption fees and limitations on frequent trading applicable to underlying Customer accounts are being adhered to in accordance with the terms of the AgentFunds' Prospectus; (i) The Agent has disclosed (where required by law) this service arrangement to the unitholders of its Separate Accounts and will notify the unitholders of its Separate Accounts that Agent may impose certain conditions on them in addition to or different from those imposed by the Fund, pending such as requiring a minimum initial investment or threatened, charging the unitholders of its Separate Accounts direct fees for the same or similar services as are provided hereunder by the Agent (which might materially adversely affect fees may either relate specifically to the Agent’s performance under this Agreement.'s services with respect to the Fund or generally cover services not limited to those with respect to the Fund ). At the Agent's discretions, the Agent shall ▇▇▇▇ the unitholdersof its Separate Accounts directly for such fees. In the event the Agent charges Separate Accounts such fees, it shall notify the Fund in advance and make appropriate prior written disclosure (such disclosure to be in accordance with all applicable laws) to the unitholders of its Separate Accounts of any such fees charged to the the unitholder; and

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company Rating Agency, the Guarantor and the Bank Lender that as followsof the Closing Date: (a) The Agent is a corporation has been duly organized and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.as a national banking association; (b) The execution Agent has full power and authority and legal right to execute, deliver and perform its obligations under this Loan Agreement and each other Loan Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Loan Agreement and the consummation of the transactions contemplated hereby each other Loan Document to which it is a party; (c) This Loan Agreement and each other Loan Document to which it is a party have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a constitute the legal, valid valid, and binding agreement obligations of the Agent, enforceable against the Agent in accordance with its their respective terms, except as the legality, validity, binding nature and such enforceability thereof may be limited by (i) applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, reorganizationfraudulent conveyance, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ or creditors of banks’ rights generally, and and/or remedies generally or by general principles of equity (ii) general equity principles regardless of whether such enforceability enforcement is considered sought in a proceeding Proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.); (d) The execution execution, delivery and delivery performance of this Loan Agreement and each other Loan Document to which it is a party by the Agent shall not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Agent or such of its property which is material to it, which violation might have consequences that would materially and adversely affect the performance of its duties under this Loan Agreement; (e) The execution, delivery and performance of this Loan Agreement and each other Loan Document to which it is a party by the Agent do not require any approval or consent of any Person, do not conflict with the Articles of Association and Bylaws of the Agent, the consummation of the transactions contemplated hereby and compliance with the terms do not and provisions hereof will shall not conflict with, with or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or material default under any agreement, indenture or other instrument agreement applicable to which the Agent is a party or by which it or such of its property which is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.material to it; and (f) There No Proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body pending or, to the knowledge Agent’s knowledge, threatened against or contemplated by the Agent which would have a reasonable likelihood of having an adverse effect on the execution, delivery, performance or enforceability of this Loan Agreement or any other Loan Document to which it is a party by or against the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank LPSB Parties as follows: (a) a. The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company LPSB Parties hereunder. The Agent is registered as a broker-dealer with the Commission and is a member of FINRA. b. Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. c. With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the “GLB Act”), and Federal Reserve regulations and policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank hereunderhas consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures under the GLB Act and Federal Reserve regulations thereunder to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. d. Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. e. No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. f. There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. g. The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (bor an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. h. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Indiana and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank United Community Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 8 and 9 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or charge any court is pending, or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent threatened, against Agent which, if determined adversely to Agent, pending or threatened, which might materially adversely affect would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s * s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s * s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company Company, Farmers and the Bank Elk County as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Company, Farmers and the Bank Elk County hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky Blue Sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsGS Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank GS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company GBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. a. The Agent represents has all such power, authority, authorizations, approvals and warrants orders as may be required to enter into this Agreement, to carry out the Company provisions and conditions hereof and to act as a sales agent as contemplated herein and as described in the Bank as follows: (a) Registration Statement, any Preliminary Prospectuses, the Prospectus or any Permitted Free Writing Prospectus. The Agent is a corporation and is validly existing in good standing under the laws consummation of the State of New York with full power Offering, the execution, delivery and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery performance of this Agreement by the Agent and the consummation by the Agent of the transactions herein contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Agent, Agent and this Agreement has been duly and validly executed and delivered by the Agent and is a legalthe valid, valid legal and binding agreement of the Agent, Agent enforceable in accordance with its terms, except to the extent, if any, that the provisions of Section 8 hereof may be unenforceable as against public policy, and except to the legality, validity, binding nature and extent that such enforceability thereof may be limited by (i) bankruptcybankruptcy laws, insolvencyinsolvency laws, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally. b. The Agent is registered as a broker-dealer under applicable federal and state laws, is a member in good standing of the National Association of Securities Dealers, Inc., and (ii) general equity principles regardless of whether such enforceability has met and will continue to meet all registration, licensing, financial and reporting requirements it is considered required to meet under applicable federal and state laws and regulations in a proceeding in equity or at law. (c) Each of order to provide the services the Agent and its employeeshas agreed to provide, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and or that the Agent is a registered selling agent in each of the jurisdictions in which the Shares are contemplates that it will provide, to be offered by the Company under this Agreement or otherwise in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared connection with respect to the Offering. (d) The execution and delivery of this Agreement by the Agentc. Each employee, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict withagent, representative or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws affiliate of the Agent that provides any services to the Company under this Agreement or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required otherwise in connection with the Agent’s execution Offering will, at the time of providing those services, meet all registration and delivery of this Agreement, except as may have been receivedlicensing requirements he or it is required to meet under applicable federal and state laws and regulations in order to provide those services. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Company or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. “

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsAlpena Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Alpena Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been receivedInc. (the "NASD"). (f) There is no suit or proceeding or charge or action before or Any funds received in the Offerings by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsNodak Parties that: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State Commonwealth of New York Pennsylvania, with full power and authority to provide the services to be furnished to the Company and the Bank Nodak Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a Advisory Letter Agreement are the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, their terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhas, and until the Offering is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of this Agreement by Agent threatened, against the Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares shall be delivered by the Agent to ____________, regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated _______, to the knowledge of 2016, by and among Nodak Mutual, Holdings, the Agent, pending or threatenedand the Escrow Agent (the “Escrow Agreement”), which might materially adversely affect by noon of the next business day after receipt by the Agent’s performance , together with a written account of each purchaser which sets forth, among other things, the name and address of the purchaser, the number of Shares purchased and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and shall not be accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe 1934 Act.

Representations and Warranties of the Agent. The Agent represents hereby represents, warrants and warrants to agrees with the Company and the Bank as followsthat: (a) The Agent is a corporation and is duly organized, validly existing and in good standing under the laws of the State of New York Illinois, with full the corporate power and authority to provide conduct its business, to execute and deliver this Agreement, and to perform the services to be furnished to the Company and the Bank hereunderobligations contemplated herein. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legalconstitutes the valid, valid binding and binding enforceable agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof may be limited by extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, reorganization, moratorium, reorganization, conservatorship, receivership or fraudulent conveyance and other similar laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and general principles of equity (ii) general equity principles regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The Agent's execution and delivery of this Agreement by Agreement, and the Agentperformance of its obligations hereunder, the consummation will not result in a breach or violation of the transactions contemplated hereby and compliance with any of the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the its articles of incorporation or bylaws of the Agent bylaws, any agreement or any agreement, indenture or other instrument to which the Agent it is a party or by which it or its property is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Agent. (d) As of the date of the Registration Statement, the information contained in the Registration Statement relating to the Agent, if any, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) No approval The Agent is (i) a broker-dealer duly registered pursuant to the provisions of any regulatory the Securities Exchange Act of 1934 (the "EXCHANGE ACT"); (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or supervisory such registration is not otherwise required. The Agent will maintain all its registrations as well as those of each individual who participates in the offer or other public authority is required in connection with sale of the Shares as the Agent’s execution 's agent or registered representative, in good standing throughout the term of the Offering and delivery the Agent will comply with all statutes and other requirements of this Agreementlaw applicable to it with respect to its brokerage activities within those jurisdictions. To the extent required by applicable law, except any individual who participates in the offer or sale of the Shares as may have been receivedthe Agent's agent or registered representative will be duly registered as a registered representative or principal of the Agent pursuant to the provisions of the NASD rules. (f) There Neither Agent nor any of its directors or officers nor any beneficial owner of 10% or more of any class of its equity securities, nor any of their respective affiliates (nor any other person serving in a similar capacity): (i) has been convicted within ten years prior to the date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement with the Commission, or arising out of such person's conduct as an underwriter, broker, dealer, municipal securities dealer or investment adviser; (ii) is no suit subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to section 6 of the Exchange Act, an association registered as a national securities association under section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission constituting conduct inconsistent with just and equitable principles of trade; (v) is subject to a United States Postal Service false representation order entered within five years prior to the date hereof; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to any conduct alleged to constitute postal fraud; (vi) has been or has been named as an underwriter of any securities covered by any registration statement which is the subject of any pending proceeding or charge examination under Section 8 of the Act, or action before is the subject of any refusal order or by any court, regulatory authority or government agency or body or, stop order entered thereunder within five years prior to the knowledge date hereof; (vii) has taken or failed to take any other act or are subject to any other order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of federal or state securities laws; (viii) has filed a registration statement that is the Agentsubject of a currently effective stop order entered pursuant to any state's securities law within five years prior to the date hereof; (ix) has been convicted within five years prior to the date hereof of any felony or misdemeanor in connection with the offer, pending purchase or threatenedsale of any security or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud; (x) is currently subject to any state administrative enforcement order or judgment entered by that state's securities administrator within five years prior to the date hereof or is subject to any state's administrative enforcement order or judgment in which might materially adversely affect fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the Agent’s performance under this Agreementorder or judgment was entered within five years prior to the date hereof; (xi) is subject to any state's administrative enforcement order or judgment that prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or (xii) is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within five years prior to the date hereof.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Savings Bank as followsthat: (a) The Agent Keef▇, ▇▇uy▇▇▇▇ & ▇ood▇, ▇▇c. is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Savings Bank and the Bank Company hereunder.; Char▇▇▇ ▇▇▇▇ & ▇ompany is an unincorporated division of Keef▇, ▇▇uy▇▇▇▇ & ▇ood▇, ▇▇c. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of or creditors’ ' rights generally, and or (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof shall not conflict with, or result in a breach of, any of the terms, provision or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Keef▇, ▇▇uy▇▇▇▇ & ▇ood▇, ▇▇c. or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (d) The Agent and its employees, and to the best knowledge of the Agent, its agents and representatives representatives, who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or regulatory, supervisory or other public authority other than the NASD is required in connection with the Agent’s Agent execution and delivery of this Agreement, except as may have and the approval of the NASD has been received. (f) There is no suit or proceeding or charge suit, proceeding, charge, or action before or by any court, regulatory authority or government agency or body pending or, to the best knowledge of the Agent, pending or threatened, which might materially and adversely affect the Agent’s Agent performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Heritage Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws organizational documents of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (ai) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Indiana with full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement. (vii) The Agent is duly registered and in good standing as a broker-dealer with the Commission and is a member in good standing of the NASD. (viii) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), to the extent applicable.