EX-1.2
from S-1
6 pages
This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc. (“Kbw”) to Act as the Conversion Agent to Sugar Creek Mhc (The “Mhc”), Sugar Creek Financial Corp. (The “Financial Corp.”), Tempo Bank (The “Bank”), And, Upon Formation, the Holding Company (As Defined Below) in Connection With the Mhc’s Proposed Conversion and Reorganization From the Current Mutual Holding Company Form of Organization to a Stock Holding Company Form of Organization (Such Conversion and Reorganization Together, the “Reorganization”) Pursuant to the Mhc’s Plan of Conversion and Reorganization (The “Plan of Reorganization”). in Accordance With the Plan of Reorganization and in Order to Effect the Reorganization, It Is Contemplated That (I) the Mhc Will Merge Into the Financial Corp., (II) the Financial Corp Will Merge Into a New Stock Holding Company (The “Holding Company”), (III) the Holding Company Will Offer and Sell Shares of Its Common Stock (The “Common Stock”) Initially to Eligible Persons in a Subscription Offering, With Any Remaining Unsold Shares Offered to (A) the General Public in a Direct Community Offering (The “Community Offering”) and (B) if Necessary, Through a Syndicate of Broker-Dealers Organized by Kbw (A “Syndicated Community Offering”) (The Subscription Offering, the Community Offering and Any Syndicated Community Offering Are Collectively Referred to Herein as the “Offerings”) and (IV) the Bank Will Become a Wholly-Owned Subsidiary of the Holding Company, the Mhc, the Financial Corp., the Bank and the Holding Company Are Collectively Referred to Herein as the “Company”. This Letter Agreement Sets Forth the Terms and Conditions of Our Engagement as Conversion Agent to the Company. 1. Conversion Agent Services as Conversion Agent, Kbw Will Provide the Following Services, as the Company May Reasonably Request
12/34/56
