Common use of Retention of Agent Clause in Contracts

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Greenville Federal Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Greenville Federal Parties with respect to the Company’s Greenville Federal Financial Corporation's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Greenville Federal Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January February 9, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2005, between the Bank and KBW (the “Conversion Agent Engagement Letter”"Letter Agreement"). It is acknowledged by the CF Greenville Federal Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Greenville Federal Financial Corporation or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Greenville Federal Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Company Greenville Federal Financial Corporation is unable to sell a minimum of 497,250 1,397,250 Shares by the End Date, this Agreement shall terminate and the Company Greenville Federal Financial Corporation shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a), 10, 12, 13 and 14 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to Section 4(a) below, and to the reimbursement of expenses pursuant to Section 10 below.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF PyraMax Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF PyraMax Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF PyraMax Parties as to the matters set forth in (i) the letter agreement, dated January 9July 3, 20152018, between the Bank and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9July 3, 20152018, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF PyraMax Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF PyraMax Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF PyraMax Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 2,057,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Parties with respect to the CompanyCBI’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Parties as to the matters set forth in (i) the letter agreement, dated January 9June 25, 20152018, between the Bank Company, the MHC, the Bank, and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the amended and restated letter agreement, dated January 9October 16, 20152019, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and KBW the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company CBI is unable to sell a minimum of 497,250 1,062,394 Shares by the End Date, this Agreement shall terminate and the Company CBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF GB Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF GB Parties with respect to the CompanyGBI’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF GB Parties as to the matters set forth in (i) the letter agreement, dated January 9May 6, 20152020, between the Bank Company, the MHC, the Bank, and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9May 6, 20152020, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and KBW the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF GB Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF GB Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF GB Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company GBI is unable to sell a minimum of 497,250 1,277,125 Shares by the End Date, this Agreement shall terminate and the Company GBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF HF Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF HF Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF HF Parties as to the matters set forth in (i) the letter agreement, dated January 9February 28, 20152023, between the Bank HF Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9February 28, 20152023, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF HF Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF HF Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF HF Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 2,720,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 9August 28, 20152018, between the Bank Primary Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 28, 20152018, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 8,372,500 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 9November 11, 20152021, between the Bank Primary Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9November 11, 20152021, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 7,862,500 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 911, 20152021, between the Bank Primary Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 911, 20152021, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 2,618,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Federal Savings Bank Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Federal Savings Bank Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Federal Savings Bank Parties as to the matters set forth in (i) the letter agreement, dated January 9November 12, 20152018, between the Bank and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9November 12, 20152018 and amended on March 29, 2019, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Federal Savings Bank Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Federal Savings Bank Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Federal Savings Bank Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 1,720,400 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF NSTS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF NSTS Parties with respect to the CompanyNSTS Bancorp’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF NSTS Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015September 16. 2019, between NSTS Financial, the Bank MHC, North Shore Trust and KBWSavings, as amended by and the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9September 16, 20152019, regarding Services of Conversion Agent and Data Processing Records Management Agent, between NSTS Financial, the Bank MHC, North Shore Trust and KBW Savings and the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF NSTS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF NSTS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Community Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF NSTS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company NSTS Bancorp is unable to sell a minimum of 497,250 3,400,000 Shares by the End Date, this Agreement shall terminate and the Company NSTS Bancorp shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Rainier Pacific Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Rainier Pacific Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Rainer Pacific Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9April 7, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2003, between the Bank and KBW (the “Conversion Agent Engagement Letter”"Letter Agreement"). It is acknowledged by the CF Rainier Pacific Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 13(b) of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Rainier Pacific Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 5,100,000 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a)9, 1011 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, 12the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, 13 subparagraph (a) below, and 14 hereofto the reimbursement of expenses pursuant to Section 9 below.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF FS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF FS Parties with respect to the CompanyFSBI’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF FS Parties as to the matters set forth in (i) the letter agreement, dated January 9August 22, 20152022, between the Bank Company, the MHC, the Bank, and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 22, 20152022, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and KBW the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF FS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF FS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF FS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company FSBI is unable to sell a minimum of 497,250 2,805,000 Shares by the End Date, this Agreement shall terminate and the Company FSBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF PFS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent the Agent hereby agrees to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF PFS Parties with respect to the CompanyPFS Bancorp’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF PFS Parties as to the matters set forth in (i) the letter agreement, dated January 919, 20152023, between Peru Federal and the Bank and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 919, 20152023, regarding Services of Conversion Agent and Data Processing Records Management Agent, between Peru Federal and the Bank and KBW Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF PFS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF PFS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Community Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF PFS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company PFS Bancorp is unable to sell a minimum of 497,250 1,275,000 Shares by the End Date, this Agreement shall terminate and the Company PFS Bancorp shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF SSB Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF SSB Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF SSB Parties as to the matters set forth in (i) the letter agreement, dated January 9August 1, 20152017, between the Bank and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 1, 20152017, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF SSB Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF SSB Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF SSB Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 650,250 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Magyar Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Magyar Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Magyar Parties as to the matters set forth in (i) the letter agreement, dated January 9February 3, 20152021, between the Bank Company, the MHC, the Bank, and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9February 3, 20152021, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and KBW the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Magyar Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Magyar Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Magyar Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 2,890,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 4(c), 4(d), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Home Federal Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Home Federal Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Home Federal Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9[October 31, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2003], between the Bank and KBW (the “Conversion Agent Engagement Letter”"Letter Agreement"). It is acknowledged by the CF Home Federal Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 13(b) of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Home Federal Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 ________ Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a)9, 1011 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, 12the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, 13 subparagraph (a) below, and 14 hereofto the reimbursement of expenses pursuant to Section 9 below.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF GS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF GS Parties with respect to the CompanyGBI’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF GS Parties as to the matters set forth in (i) the letter agreement, dated January 9August 18, 20152022, between the Bank Company, the MHC, the Bank, and KBW, as amended by the letter dated April 22, 2015 Agent (the “Financial Advisory Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 18, 20152022, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and KBW the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF GS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF GS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF GS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company If GBI is unable to sell a minimum of 497,250 722,500 Shares by the End Date, this Agreement shall terminate and the Company GBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF OC Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF OC Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF OC Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9September 30, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2004, between the Bank and KBW (the “Conversion Agent Engagement Letter”a copy of which is attached hereto as EXHIBIT A). It is acknowledged by the CF OC Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the The obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF OC Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 510,000 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a9, 11 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, subparagraphs (a) and (d), 10, 12, 13 and 14 hereofbelow.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Heritage Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Heritage Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Heritage Parties as to the matters set forth in (i) the letter agreement, dated January 919, 20152017, between the Bank and KBW, as amended by the letter dated April 22, 2015 FIG (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Heritage Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier of (i) the completion, termination or abandonment of the Plan by the CF Parties or upon Heritage Parties, (ii) the termination of the Offering, but in no event later than Offering and (iii) 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Heritage Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 1,062,500 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a)4, 10, 12, 13 and 14 hereof, which shall survive the termination of this Agreement.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 9June 6, 20152022, between the Bank Primary Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9June 6, 20152022, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 6,800,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions ------------------ herein set forth, the CF Citizens Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Citizens Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Citizens Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9May 23, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2002, between the Bank and KBW (the “Conversion Agent Engagement Letter”)KBW. It is acknowledged by the CF Citizens Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the The obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Citizens Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 3,400,000 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a9, 11 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, subparagraphs (a) and (d), 10, 12, 13 and 14 hereofbelow.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 9June 28, 20152020, between the Bank and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 921, 20152021, regarding Services the services of Conversion Agent KBW as conversion agent and Data Processing Records Management Agentdata processing records management agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion last day of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 17,850,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(aSection 4(a),(c) and (d), Section 10, Section 12, 13 Section 13, Section 14, Section 16 and 14 Section 19 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 459,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Home Federal Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Home Federal Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Home Federal Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9October 31, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2003, between the Bank and KBW (the “Conversion Agent Engagement Letter”"Letter Agreement"). It is acknowledged by the CF Home Federal Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 13(b) of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Home Federal Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 3,400,000 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a)9, 1011 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, 12the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, 13 subparagraph (a) below, and 14 hereofto the reimbursement of expenses pursuant to Section 9 below.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Primary Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Primary Parties as to the matters set forth in (i) the letter agreement, dated January 9June 6, 20152022, between the Bank Primary Parties and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9June 6, 20152022, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Primary Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Primary Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Primary Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 8,500,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF PFS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent Agent xxxxxx agrees to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF PFS Parties with respect to the CompanyPFS Bancorp’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF PFS Parties as to the matters set forth in (i) the letter agreement, dated January 919, 20152023, between Peru Federal and the Bank and KBW, as amended by the letter dated April 22, 2015 Agent (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 919, 20152023, regarding Services of Conversion Agent and Data Processing Records Management Agent, between Peru Federal and the Bank and KBW Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF PFS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all any applicable lawslaw, regulationsregulation, decisions decision or ordersorder. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF PFS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Community Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF PFS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company PFS Bancorp is unable to sell a minimum of 497,250 1,530,000 Shares by the End Date, this Agreement shall terminate and the Company PFS Bancorp shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interestinterest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Jefferson Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Jefferson Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Jefferson Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9February 27, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2003, between the Bank and KBW (the “Conversion Agent Engagement Letter”)KBW. It is acknowledged by the CF Jefferson Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 13(b) of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Jefferson Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 4,250,000 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a)9, 1011 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, 12the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, 13 subparagraph (a) below, and 14 hereofto the reimbursement of expenses pursuant to Section 9 below.

Retention of Agent. Subject to the terms and conditions ------------------- herein set forth, the CF Roebling Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Roebling Parties with respect to the Holding Company’s 's sale of the Shares in the Offering. On the basis of the representations, warranties, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Roebling Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9April 14, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2004, between the Bank and KBW (the “Conversion Agent Engagement Letter”a copy of which is attached hereto as Exhibit A). It is acknowledged by the CF Roebling Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the The obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Holding Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Roebling Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Holding Company is unable to sell a minimum of 497,250 630,878 Shares by the End Date, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 4(a9, 11 and 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to Section 4, subparagraphs (a) and (d), 10, 12, 13 and 14 hereofbelow.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF SSB Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF SSB Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF SSB Parties as to the matters set forth in (i) the letter agreement, dated January 9August 1, 20152017, between the Bank and KBW, as amended by the letter dated April 22, 2015 KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 1, 20152017, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF SSB Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF SSB Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF SSB Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 650,250 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF Greenville Federal Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Greenville Federal Parties with respect to the CompanyGreenville Federal Financial Corporation’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF Greenville Federal Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January February 9, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2005, between the Bank and KBW (the “Conversion Agent Engagement LetterLetter Agreement”). It is acknowledged by the CF Greenville Federal Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 13 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF Parties Greenville Federal Financial Corporation or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF Greenville Federal Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency or regulatory authority having jurisdiction over such matters. In the event the Company Greenville Federal Financial Corporation is unable to sell a minimum of 497,250 [˜] Shares by the End Date, this Agreement shall terminate and the Company Greenville Federal Financial Corporation shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 9, 11, 12 and 13 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to Section 4(a)) below, 10, 12, 13 and 14 hereofto the reimbursement of expenses pursuant to Section 9 below.

Retention of Agent. Subject to the terms and conditions herein set forth, the CF United Community Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF United Community Parties with respect to the Company’s sale of the Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the CF United Community Parties as to the matters set forth in (i) the letter agreement, dated January 9, 2015, between the Bank and KBW, as amended by the letter dated April 22, 2015 (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated January 9August 2, 2015, regarding Services of Conversion Agent and Data Processing Records Management Agent2005, between the Bank and KBW (the “Conversion Agent Engagement LetterLetter Agreement”). It is acknowledged by the CF United Community Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, completion or termination or abandonment of the Plan by the CF United Community Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CF United Community Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 497,250 2,344,640 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.