Mr. Richard J. Gavegnano Chairman and Chief Executive Officer Meridian Interstate Bancorp, Inc. Peabody, Massachusetts 01960 Dear Mr. Gavegnano:Meridian Bancorp, Inc. • March 10th, 2014 • Virginia
This letter sets forth the agreement between Meridian Interstate Bancorp, Inc. (the “Mid-Tier”), a subsidiary of Meridian Financial Services, Inc. MHC, Peabody, Massachusetts (the “MHC”) (collectively, the “Company”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC (the “second step” conversion). The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.
Sterne AgeeMeridian Bancorp, Inc. • March 10th, 2014 • New York
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Meridian Financial Services, Inc. (“MHC”), Meridian Interstate Bancorp, Inc. (“MIB”) and Meridian Savings Bank (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of MIB’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, MIB and the Bank, the “Company”) to be formed by MIB, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the g
