Sunshine Bancorp, Inc. Watch

from 8-K 43 pages Sunshine Bancorp, Inc. (A Maryland Corporation) Up to 3,680,000 Shares (Subject to Increase Up to 4,232,000 Shares) Common Stock ($0.01 Par Value) Offering Price $10.00 Per Share Agency Agreement May 14, 2014

from S-1/A 43 pages Sunshine Bancorp, Inc. (A Maryland Corporation) Up to 3,680,000 Shares (Subject to Increase Up to 4,232,000 Shares) Common Stock ($0.01 Par Value) Offering Price $10.00 Per Share Agency Agreement , 2014

from S-1 13 pages This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc., a Stifel Company (“Kbw”) to Act as the Conversion Agent to Sunshine State Federal Savings and Loan Association (The “Association”) And, Upon Formation, the Holding Company (As Defined Below) in Connection With the Association’s Proposed Conversion From the Mutual to the Stock Form of Organization (The “Conversion”) Pursuant to the Association’s Plan of Conversion. in Accordance With the Plan of Conversion and in Order to Effect the Conversion, It Is Contemplated That the Association Will Convert From Mutual to Stock Form, Issuing All of Its Common Stock to a New Stock Holding Company (The “Holding Company”), and 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 (A) to the General Public in a Direct Community Offering (The “Community Offering”), (B) if Necessary, Through a Syndicate of Broker-Dealers Organized by Kbw (A “Syndicated Community Offering”), and (C), if Necessary, a Publicly Underwritten Offering, (The Subscription Offering, the Community Offering and Any Syndicated Community Offering or Publicly Underwritten Offering Are Collectively Referred to Herein as the “Offerings”). the Association and the Holding Company Are Collectively Referred to Herein as the “Company”. This Letter Sets Forth the Terms and Conditions of Our Engagement. 1. Conversion Agent Services as Conversion Agent, Kbw Will Provide the Following Services, as the Company May Reasonably Request. 1. Consolidation of Accounts and Development of a Central File, Including, but Not Limited to the Following: • Consolidate Accounts Having the Same Ownership and Separate the Consolidated File Information Into Necessary Groupings to Satisfy Mailing Requirements;