November 6, 2009 PERSONAL AND CONFIDENTIAL Mr. Robert J. King, Jr. Chief Executive Officer PVF Capital Corp. 30000 Aurora Road Solon, OH 44139 Dear Mr. King:Letter Agreement • November 12th, 2009 • PVF Capital Corp • Savings institution, federally chartered • Ohio
This letter agreement (this “Agreement”) is to confirm our understanding of the basis upon which Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is being engaged by PVF Capital Corp. (together with any present and future subsidiaries and affiliates of PVF Capital Corp., the “Company”) to act as the Company’s exclusive financial advisor and to perform the following investment banking services: (a) serving as exclusive financial and marketing advisor to the Company in connection with a proposed rights offering of the Company’s common shares to the Company’s existing shareholders (the “Rights Offering”); (b) serving as exclusive placement agent to the Company in connection with (i) the private placement of any of the common shares of the Company (or rights to purchase such common shares) not subscribed for in the Rights Offering by the Company’s existing shareholders or any standby purchasers; (ii) the private placement or purchase of any of the common shares of the Company (
