August 5, 2011 PERSONAL AND CONFIDENTIAL Mr. Joseph M. Solomon President and Chief Executive Officer Fairmount Bancorp, Inc. Fairmount Bank Baltimore, Maryland 21237 Dear Mr. Solomon:Personal and Confidential • August 12th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
This letter agreement (this “Agreement”) hereby amends and restates the letter agreement dated May 20, 2011 by and between Fairmount Bancorp, Inc. (the “Company”) and Stifel, Nicolaus & Company, Inc. (“Stifel Nicolaus”) and is to confirm our understanding of the basis upon which Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is being engaged by Fairmount Bancorp, Inc. and Fairmount Bank (on a joint and several basis and collectively with their respective present and future subsidiaries and affiliates and any entities they may form or invest in, the “Company”).
FAIRMOUNT BANCORP, INC. (a Maryland corporation) Up to Shares (Subject to Increase Up to Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $ Per Share FORM OF AGENCY AGREEMENTFairmount Bancorp, Inc. • August 12th, 2011 • Savings institution, federally chartered • New York
CONFIDENTIALFairmount Bancorp, Inc. • August 12th, 2011 • Savings institution, federally chartered
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this amended letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fullerton Federal Savings Association (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank, the simultaneous merger of the Bank into the Fairmount Bank and the concurrent sale of common stock of Fairmount Bancorp, Inc. (the “Stock Company”)to eligible members of Fullerton and the employee stock ownership plan of the Stock Company in a subscription offering with any remaining shares offered to members of the public in a community offering (the “Merger Conversion”). This letter hereby amends and restates the letter agreement dated May 12, 2011 by and between the Bank and Stifel Nicolaus.
