Common use of The Offering Clause in Contracts

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-143840) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 S-1 (File No. 333-143840152331) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereofany amendment thereto.

The Offering. The Company is offering the Shares, in connection with the Company’s 's initial public offering (the “"Offering”") and capitalization of the Maverick Bank, a de novo, Federal Deposit Insurance Corporation (“"FDIC”") insured national Texas banking associationassociation (the "Bank"). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"1933 Act”"), with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333-143840333- ) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “"Registration Statement,” " as used herein, means the registration statement, as amended at the time of such registration statement’s 's effectiveness for purposes of Section 11 of the 1933 Act (the “"Effective Time”"), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “a "Preliminary Prospectus,” " as used herein, means any preliminary prospectus relating to the news that has been furnished by the Company to the Agent in connection with the Offering. DALLAS2 1154490v4 49418-00015 Except where the context otherwise requires, "Prospectus," as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time, in each case in the form furnished by the Company to the Agent for us in connection with the Offering. “"Permitted Free Writing Prospectuses," as used herein, means the documents listed on Schedule A attached hereto and each "road show" (as defined in Rule 433(h)(4) under the 0000 Xxx) (each such road show, a "Road Show"), if any, related to the offering of the Shares contemplated hereby that is a "written communication" (as defined in Rule 405 under the 1933 Act). "Disclosure Documents," as used herein, means each of the Registration Statements, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any. "Blue Sky Application,” " as used herein, means any instrument or document executed by the Company or the Bank or based upon written information supplied by the Company or the Bank filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer brokerdealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus a Disclosure Document shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “"Incorporated Documents”"), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank Any reference herein to the terms "amend," "amendment" or "supplement" with respect to a Disclosure Document shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") on or after the Effective Time, or the date of such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. On behalf of the Bank, the Company has filed with the Office Texas Department of the Comptroller of the Currency Banking (“OCC”"TDB") for approval to form a de novo national Texas banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “"Applications”") thereto as required by the OCC TDB and the FDIC (the OCC TDB and the FDIC are collectively referred to herein as the “"Regulatory Agencies”"). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering to the public four classes of Shares: Class T shares, in connection with the Company’s initial public offering (the “Offering”) Class S shares, Class D shares and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking associationClass I shares. The Company has prepared and filed, in accordance with differences between the provisions classes of the Securities Act of 1933, as amended, Shares and the rules eligibility requirements for each class are described in detail in the Prospectus. The Shares are to be offered and regulations thereunder sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Except as otherwise agreed by the Company and the Dealer Manager, Shares sold through the Dealer Manager are to be sold through (a) the participating broker-dealers (each a “Dealer” and collectively, the “1933 ActDealers”) with whom the Dealer Manager has entered into or will enter into a participating dealer agreement related to the distribution of Shares substantially in such form as approved by the Company (each a “Participating Dealer Agreement”), with the Securities and Exchange Commission (the “Commission”b) a registration statement on Form SB-2 (File No. 333-143840) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”)certain investment advisors, including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency both registered investment advisers (“OCCRIAs”) for approval to form and other advisors or managers exempt from federal and/or state RIA registration (each a de novo national banking association, “Selected RIA” and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amendedcollectively, the “ApplicationsSelected RIAs”) thereto as required with whom the Dealer Manager has elected, in its sole discretion, to enter into a selected RIA agreement related to the distribution of Shares (a “Selected RIA Agreement”), and (c) other qualified financial institutions (each a “Selected Institution” and, collectively with the Dealers and Selected RIAs, the “Offering Participants”) with whom the Dealer Manager has elected, in its sole discretion, to enter into an appropriate agreement or other arrangements regarding the distribution or purchase of Shares in a form agreed to by the OCC and the FDIC Company (the OCC and the FDIC are collectively referred to herein as the each a “Regulatory AgenciesSelected Institution Agreement”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing at a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable purchase price generally equal to the Company’s management and directors prior month’s net asset value (“NAV”) per share applicable to gauge the progress class of Shares being purchased (as calculated in accordance with the procedures described in the Prospectus), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the Offering on a daily basis; (c) preparing written news releases regarding prior month, plus in either case any applicable selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for Prospectus. For stockholders who participate in the Company’s distribution reinvestment plan (as amended from time to time, the “tombstone” announcementsDRIP”), and the cash distributions attributable to the class of Shares that each stockholder owns will assist on placement and related sales factors, such as location be automatically invested in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects additional shares of the Company’s selling efforts with respect same class. The DRIP Shares are to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities be issued and consultations with officers and directors regarding sales techniques that will enable them sold to maximize their efforts; (f) preparing officers and directors stockholders of the Company at a purchase price equal to introduce the Primary Share offering price per share before any applicable selling commissions and describe dealer manager fees of the applicable class of Shares on the date that the distribution is payable. For avoidance of doubt, it is expressly understood that where reference is made herein to Offering Participants participating in the sale, offering, or distribution of Shares, or such activities being conducted through or solicited by them, when such terms are applied to potential investors at investor meetingsOffering Participants who are not Dealers, including open housessuch terms are intended to refer only to activities for which an Offering Participant is properly registered, breakfast meetings, luncheon meetingslicensed, and cocktail receptions; authorized to engage in and (g) working with the officers are not intended to include activities for which an Offering Participant is not properly registered, licensed, and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereofauthorized.

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national South Carolina banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-143840131931) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a “Preliminary Prospectus,” as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus in the form included in the Registration Statement at the Effective Time or, if Rule 430A under the 1933 Act is relied on, the term “Prospectus” shall also include the final prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or the Bank or based upon written information supplied by the Company or the Bank filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) on or after the Effective Time, or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. The Bank has filed with the Office of the Comptroller South Carolina Board of the Currency Financial Institutions (“OCCBFI”) for approval to form a de novo national South Carolina banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC BFI and the FDIC (the OCC BFI and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering the Shares, in connection with the Company’s 's initial public offering (the “"Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association"). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, 1933 and the rules and regulations thereunder (collectively, the “"1933 Act”"), with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333-143840135900) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “"Registration Statement,” " as used herein, means the registration statement, as amended at the time of such registration statement’s 's effectiveness for purposes of Section 11 of the 1933 Act (the “"Effective Time”"), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “a "Preliminary Prospectus,” " as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act. Except where the context otherwise requires, "Prospectus," as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “"Permitted Free Writing Prospectuses," as used herein, means the documents and each "road show" (as defined in Rule 433(h)(4) under the 1933 Act), if any, related to the offering of the Shares contemplated hereby that is a "written communication" (as defined in Rule 405 under the 1933 Act). "Disclosure Package," as used herein, means any Preliminary Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any. "Blue Sky Application,” " as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or the any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “"Incorporated Documents”"), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with Any reference herein to the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts terms "amend," "amendment" or "supplement" with respect to the Offering including recommendations regarding allocation Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of each director’s fundraising responsibilities any document under the Securities Exchange Act of 1934 and consultations with officers the rules and directors regarding sales techniques that will enable them to maximize their efforts; regulations thereunder (fthe "Exchange Act") preparing officers and directors on or after the Effective Time, or the date of such Preliminary Prospectus, the Company to introduce and describe Prospectus or such Permitted Free Writing Prospectus, as the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetingscase may be, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish deemed to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereofbe incorporated therein by reference.

The Offering. The Company is offering the SharesShares at a purchase price equal to $15 per share, in connection with the Company’s initial public offering of Common Stock that commenced in August 2006 (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-143840112960) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the post-effective amendment to the registration statementstatement filed on May ___, 2007, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a “Preliminary Prospectus,” as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the 1933 Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky ApplicationPermitted Free Writing Prospectuses,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed documents listed on Schedule A attached hereto and each “road show” (as defined in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company Rule 433(h)(4) under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents1933 Act), if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof1933 Act).

The Offering. The Company is offering up to $10,000,000 of its 8% Secured Subordinated Debentures Due December 31, 2015 (the Shares"Debentures"), in connection with the Company’s initial public an offering (the “"Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association"). The Company has prepared and filedDebentures are to be offered in increments of $5,000, not to exceed $1,000,000 to any one investor, in accordance with the provisions Prospectus (as hereinafter defined). The amount of the Securities Act of 1933, as amendedOffering may be changed by the Company after consultation with, and the rules and regulations thereunder (collectivelyconsent of, the “1933 Act”)Agent, with subject to such declaration of effectiveness of an amendment to the Prospectus by the Securities and Exchange Commission (the “Commission”"SEC") as may be required. The Offering will commence on November __, 1999, and subscriptions will be accepted until 4:00 p.m., C.S.T., on ___________, 2000, subject to the Company's right to extend the subscription period until __________, 2000, or terminate the Offering prior to __________, 2000, upon the sale of all of the Debentures (the "Expiration Date"). All purchases in the Offering will be subject to certain minimum and maximum purchase limitations and other terms and conditions, including the right of the Company, in its sole discretion, to reject orders in whole or in part. The Company has filed with the SEC a registration statement on Form SB-2 (File No. 333-143840_________) under the 1933 Act, including containing a prospectus, prospectus relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means Offering for the registration statementof the Debentures under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. Such Registration Statement, including any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments, is herein called the "Registration Statement." The prospectus, as amended, on file with the SEC at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (Registration Statement initially became effective is hereinafter called the “Effective Time”), including (i) all documents "Prospectus," except that if any prospectus is filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with by the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, Company pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering the SharesShares at a purchase price equal to $____ per share, in connection with the Company’s initial public offering of Common Stock that commenced as of the date of this Agency Agreement (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-143840333-____________) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statementstatement filed on August ____, 2007, as amended [Insert Amendments] and at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a “Preliminary Prospectus,” as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the 1933 Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky ApplicationPermitted Free Writing Prospectuses,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed documents listed on Schedule A attached hereto and each “road show” (as defined in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company Rule 433(h)(4) under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents1933 Act), if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof1933 Act).

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national Michigan banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-143840333-______) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a “Preliminary Prospectus,” as used herein, means any preliminary prospectus relating to the Shares that has been furnished by the Company to the Agent in connection with the Offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time, in each case in the form furnished by the Company to the Agent for use in connection with the Offering. “Blue Sky ApplicationPermitted Free Writing Prospectuses,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed documents listed on Schedule A attached hereto and each “road show” (as defined in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company Rule 433(h)(4) under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents0000 Xxx) (each such road show, a “Road Show”), if any, incorporated by reference, or deemed related to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office offering of the Comptroller of the Currency (Shares contemplated hereby that is a “OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments written communication” (as so amended, defined in Rule 405 under the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”1933 Act). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national Michigan state banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 S-1 (File No. 333-143840147456) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a “Preliminary Prospectus,” as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the 1933 Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky ApplicationPermitted Free Writing Prospectuses,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed documents listed on Schedule A attached hereto and each “road show” (as defined in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company Rule 433(h)(4) under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents1933 Act), if any, incorporated by reference, or deemed related to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office offering of the Comptroller of the Currency (Shares contemplated hereby that is a “OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments written communication” (as so amended, defined in Rule 405 under the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”1933 Act). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.

The Offering. The Company is offering the Shares, in connection with the Company’s initial public offering (the “Offering”) and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“FDIC”) insured national banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “1933 Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 S-1 (File No. 333-143840333- ) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act (the “Effective Time”), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “Prospectus,” as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “Blue Sky Application,” as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. The Bank has filed with the Office of the Comptroller of the Currency (“OCC”) for approval to form a de novo national banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “Applications”) thereto as required by the OCC and the FDIC (the OCC and the FDIC are collectively referred to herein as the “Regulatory Agencies”). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereofany amendment thereto.

The Offering. The Company is offering the Shares, in connection with the Company’s 's initial public offering (the “"Offering”") and capitalization of the Bank, a de novo, Federal Deposit Insurance Corporation (“"FDIC”") insured national Georgia banking association. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"1933 Act”"), with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333-143840135761) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, “"Registration Statement,” " as used herein, means the registration statement, as amended at the time of such registration statement’s 's effectiveness for purposes of Section 11 of the 1933 Act (the “"Effective Time”"), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, “a "Preliminary Prospectus,” " as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act. Except where the context otherwise requires, "Prospectus," as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. “"Permitted Free Writing Prospectuses," as used herein, means the documents listed on Schedule A attached hereto and each "road show" (as defined in Rule 433(h)(4) under the 1933 Act), if any, related to the offering of the Shares contemplated hereby that is a "written communication" (as defined in Rule 405 under the 1933 Act). "Disclosure Package," as used herein, means any Preliminary Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any. "Blue Sky Application,” " as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or the officers, directors or employees as broker-dealers or agents of the Company under the securities laws thereof. Any reference herein to the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or the any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “"Incorporated Documents”"), including, without limitation, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") on or after the Effective Time, or the date of such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. The Bank has filed with the Office Georgia Department of the Comptroller of the Currency Banking and Finance (“OCC”"DBF") for approval to form a de novo national Georgia banking association, and with the FDIC for insurance of deposit accounts, and has filed amendments (as so amended, the “"Applications”") thereto as required by the OCC DBF and the FDIC (the OCC DBF and the FDIC are collectively referred to herein as the “"Regulatory Agencies”"). In connection with the Offering, the Agent will assist the Company with the following services: (a) establishing a comprehensive plan for the development and execution of the Offering; (b) establishing a computer database that will enable the Company’s management and directors to gauge the progress of the Offering on a daily basis; (c) preparing written news releases regarding the Offering and the Company, as well as its officers and directors for dissemination by the Company; (d) preparing layout and design work for the Company’s “tombstone” announcements, and will assist on placement and related sales factors, such as location in newspaper, style of announcement, and announcement identification techniques; (e) coordinating certain aspects of the Company’s selling efforts with respect to the Offering including recommendations regarding allocation of each director’s fundraising responsibilities and consultations with officers and directors regarding sales techniques that will enable them to maximize their efforts; (f) preparing officers and directors of the Company to introduce and describe the Offering to potential investors at investor meetings, including open houses, breakfast meetings, luncheon meetings, and cocktail receptions; and (g) working with the officers and management of the Company in processing all retirement account purchases of shares in the Offering through the various types of retirement accounts that potential investors may have already established. If potential investors wish to use retirement funds to invest in the Shares, but do not have a retirement account established or have a custodian that will not process this type of transaction, then Agent will seek out those retirement custodians who will allow such a transaction and refer the potential investor to such retirement custodians. The Company acknowledges that the ability of the Agent to perform its obligations hereunder is dependent upon the Company and the Bank’s management, directors and organizers complying with the guidelines set forth in Appendix 3, attached hereto and made a part hereof.