Form of Agency Agreement between Cullman Savings Bank, MHC, Cullman Bancorp, Inc., Cullman Savings Bank, Cullman Bancorp, Inc. and Raymond James & Associates, Inc

Management Fee. A non-refundable cash fee of $30,000 (the “Management Fee”) has already been paid by the Cullman Parties to the Agent. The Management Fee will be credited against any Success Fee owed pursuant to subsection (b) below.

Success Fee. The Cullman Parties shall pay to the Agent a fee equal to the greater of (i) $250,000 or (ii) one percent (1.00%) of the aggregate purchase price of the Shares sold in the Subscription and Community Offerings (the “Success Fee”). Such fee shall be due at the closing of the Offering. No fee shall be payable for any shares of Common Stock sold to the officers, directors, employees or the immediate family of such persons, and qualified and non-qualified employee benefit plans. “Immediate family” for purposes of this Agreement includes the spouse, parents, siblings and children who live in the same house as the officer, director or employee. The Management Fee set forth in Section 2(a) above will be credited against the Success Fee.

Syndicated Community Offering. In the event the Cullman Parties elect to pursue a Syndicated Community Offering, the Cullman Parties shall pay to the Agent, in addition to (and not in lieu of) the Success Fee, a commission not to exceed six percent (6.0%) of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. The Agent, as sole book running manager, may seek to form a syndicate of registered dealers to assist in the sale of such common stock on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Cullman Parties and the Agent. The Agent will endeavor to distribute the common stock among dealers, if any, in a fashion that best meets the distribution objectives of the Cullman Parties and the requirements of the Plan, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall the Agent be obligated to take or purchase any Shares.

Records Agent Fee. The Agent shall also receive a non-refundable cash fee of $25,000 for certain records agent services set forth in the Engagement Letter, $15,000 of which has already been paid to the Agent and the balance of which shall be payable to the Agent upon the mailing of subscription documents with respect to the Offerings.

Expenses. The Cullman Parties will pay all of the fees, disbursements and expenses in connection with the Offering customarily borne by issuers, including without limitation (a) costs of obtaining all securities and bank regulatory approvals, including any required SEC or Financial Industry Regulatory Authority (“FINRA”) filing fees; (b) costs of printing and distributing the materials used in connection with the Offering; (c) costs to qualify or register the Shares for sale and the Exchange Shares with required state securities agencies (“Blue Sky filings”); (d) Nasdaq Stock Market listing fees or OTC Markets Group fees; (e) DTCC clearing eligibility fees; (f) fees and disbursements of the Cullman Parties’ counsel, accountants and other advisors; (g) operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.); and (h) Syndicated Community Offering expenses associated with the Offering. In the event the Agent incurs any such fees and expenses on behalf of the Cullman Parties, the Cullman Parties will reimburse the Agent for such fees and expenses whether or not the Offering is consummated.

The Registration Statement, which was prepared by the Cullman Parties and filed with the SEC, has been declared effective by the SEC, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the Cullman Parties, threatened by the SEC. At the time the Registration Statement became effective, at the Applicable Time (as defined in Section 4(c) hereof) and at the Closing Date, the Registration Statement complied and will comply in all material respects as to form with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and at the time any Rule 424(b) Prospectus is filed with the SEC and at the Closing Date referred to in Section 2 hereof, the Prospectus (including any amendment or supplement thereto) and any information regarding the Cullman Parties contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Cullman Parties for use in connection with the Offering will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in

No Cullman Party has directly or indirectly distributed or otherwise used and will not directly or indirectly distribute or otherwise use any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on the party’s website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the offering and sale of the Shares other than any Permitted Free Writing Prospectus (as defined in Section 4(c) hereof) or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act Regulations distributed by the Cullman Parties and reviewed and approved in advance for distribution by the Agent. No Cullman Party has, directly or indirectly, prepared or used and will not directly or indirectly, prepare or use, any Permitted Free Writing Prospectus except in compliance with the filing and other requirements of Rules 164 and 433 of the 1933 Act Regulations; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the SEC (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) of the 1933 Act Regulations, filed with the SEC), the sending or giving, by the Agent, of any Permitted Free Writing Prospectus will satisfy the provisions of Rules 164 and 433 of the 1933 Act Regulations (without reliance on subsections (b), (c) and (d) for Rule 164 of the 1933 Act Regulations); and the Holding Company is not an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations) as of the eligibility determination date for purposes of Rules 164 and 433 of the 1933 Act Regulations with respect to the offering of the Shares or otherwise precluded under Rule 164 of the 1933 Act Regulations from using free writing prospectuses in connection with the offering of the Shares.

As of the Applicable Time (as defined below), neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Shares or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein, it being understood and agreed that the only information furnished by the Agent consists of the Agent Information. As used in this paragraph and elsewhere in this Agreement:

“Applicable Time” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Shares.

“Statutory Prospectus,” as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement relating to the offered Shares immediately prior to the Applicable Time, including any document incorporated by reference therein.

“Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h) of the 1933 Act Regulations, relating to the offered Shares in the form filed or required or, if not required to be filed, in the form retained in the Holding Company’s records pursuant to Rule 433(g) under the 1933 Act Regulations. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.

“Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

“Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 of the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) of the 1933 Act Regulations or otherwise, even though not required to be filed with the SEC.

“Permitted Free Writing Prospectus” means any free writing prospectus as defined in Rule 405 of the 1933 Act Regulations that is consented to by the Holding Company, the Bank and the Agent.

Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offering and sale of the offered Shares or until any earlier date that the Holding Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Holding Company has notified or will notify

The Prospectus and each Issuer-Represented Free Writing Prospectus when filed, if filed by electronic transmission, pursuant to EDGAR (except as may be permitted by Regulation S-T under the 1933 Act), was identical to the copy thereof delivered to the Agent for use in connection with the offering of the Shares.

The FRB has conditionally approved the Conversion Application, such approval remains in full force and effect and no order has been issued by the FRB suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Cullman Parties, threatened by the FRB. At the time of the approval of the Conversion Application, including the Prospectus, the Members’ Proxy Statement and the Stockholders’ Proxy Statement (including any amendments or supplements thereto), by the FRB, and at all times subsequent thereto until the Closing Date referred to in Section 2, the Conversion Application, including the Prospectus, the Members’ Proxy Statement and the Stockholders’ Proxy Statement (including any amendment or supplement thereto), will comply in all material respects with applicable federal law and regulations of the FRB adopted thereunder (collectively, the “Conversion Regulations”), except as the FRB has expressly waived such regulations in writing, and the Conversion Application was truthful and accurate in all material respects.

The Holding Company has filed the Holding Company Application with the FRB and has published notice of such filing and the Holding Company Application is accurate and complete in all material respects. The FRB has conditionally approved the Holding Company Application, such approval remains in full force and effect and no order has been issued by the FRB or any other applicable regulator suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Cullman Parties, threatened by the FRB or any other applicable regulator. At the date of such approval and as of the Closing Date referred to in Section 2, the Holding Company Application complied and will comply in all material respects with the applicable requirements of HOLA and the Control Act Regulations, except as the FRB has expressly waived such regulations in writing and the Holding Company Application is truthful and accurate in all material respects.

The Cullman Parties have filed the Prospectus and the Sales Information (as defined in Section 9(a)) with the SEC and the FRB. The Prospectus and the Sales Information, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 2, complied and will comply in all material respects with the

The Offering and the Plan have been approved and adopted by the Boards of Directors of the Cullman Parties and such approval and adoption have not been rescinded or revoked, and the offer and sale of the Shares, the issuance of the Exchange Shares and the contribution of the Foundation Shares will have been conducted in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Cullman Parties by the FRB, the SEC, or any other regulatory authority, except to the extent waived or otherwise approved by such regulatory authority, and in the manner described in the Prospectus. To the knowledge of the Cullman Parties, no person has sought to obtain review of the final action of the FRB, in approving the Plan or the Conversion, or in not objecting thereto, or in approving the Holding Company Application.

The Bank has been duly organized and is validly existing as a federally chartered savings association in stock form and upon completion of the Conversion will continue to be duly organized and validly existing as a federally chartered savings association in stock form, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement, the Prospectus and the General Disclosure Package; upon completion of the Conversion the Bank will have full

The Holding Company is a stock corporation duly organized and validly existing as a corporation under the laws of the State of Maryland with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus and the General Disclosure Package, and the Holding Company is, and at the Closing Date will be, qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its

The Mid-Tier Company is duly organized, validly existing and in good standing as a corporation organized under the laws of the United States with full corporate power and authority to own and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and, at the Closing Date, the corporate existence of the Mid-Tier Company will cease to exist upon consummation of the Mid-Tier Merger. The Mid-Tier Company is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Mid-Tier Company has obtained all Permits currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Mid-Tier is complying therewith and with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not have a Material Adverse Effect. The only direct subsidiary of the Mid-Tier Company is the Bank.

The MHC is duly organized, validly existing and in good standing as a mutual holding company organized under the laws of the United States with full corporate power and authority to own and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and, at the Closing Date, the corporate existence of the MHC will cease to exist upon consummation of the MHC Merger. The MHC is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The MHC has obtained all Permits currently required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the MHC is complying therewith and with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not have a Material Adverse Effect.

The authorized capital stock of the Holding Company consists of thirty million (30,000,000) shares of Common Stock and five million (5,000,000) shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). No shares of

Except as described in the Prospectus there are no encumbrances or restrictions or requirements or material legal restrictions or requirements required to be described therein, on the ability of any of the Cullman Parties, (i) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness owed to another party, (ii) to make any loans or advances to, or investments in, another party or (iii) to transfer any of its property or assets to another party.

The Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation, except where the failure to do so would not have a Material Adverse Effect. Neither the Bank, nor any of its officers or employees has committed any material breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects.

The Bank is a member of the Federal Home Loan Bank of Atlanta (“FHLB-Atlanta”). The deposit accounts of the Bank are, and at the Closing Date will be, insured by the FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to the knowledge of the Cullman Parties, threatened. The Bank is a “qualified thrift lender” within the meaning of 12 U.S.C. § 1467a(m).

The Holding Company does not have any direct or indirect subsidiary. At the Closing Date, the Holding Company will have no direct subsidiaries other than the Bank.

The Cullman Parties have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) would not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Cullman Parties, considered as one enterprise, and under which the Cullman Parties holds properties, including those described in the Prospectus, are in full force and effect, and no Cullman Party has received any written or, to the knowledge of the Cullman Parties, oral notice of any material claim of any sort that has been asserted by anyone adverse to the rights of such Cullman Party under any such leases or subleases.

The Cullman Parties have received an opinion of its special counsel, Luse Gorman, PC (“Luse Gorman”), with respect to the federal income tax consequences of the Conversion and an opinion of its tax advisor, Taylor Vise Brown & King, LLC, with respect to the State of Alabama income tax consequences of the Conversion, and , such opinions are accurately summarized, in all material respects, in the Registration Statement and the Prospectus. The Cullman Parties represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete in all material respects. None of the Cullman Parties will take any action inconsistent therewith.

Each of the Cullman Parties has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares and issue the Exchange Shares and Foundation Shares as provided herein and as described in the Prospectus, subject to approval or confirmation by the FRB of the final Appraisal as may be required. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated, including the MHC Merger and the Mid-Tier Merger, have been duly and validly authorized by all necessary corporate action on the part of each of the Cullman Parties. This Agreement has been validly executed and delivered by each of the Cullman Parties and, assuming due execution and delivery by the Agent, is the valid, legal and binding agreement of each of the Cullman Parties enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by

As of the date hereof and as of the Closing Date, the Cullman Parties are not subject to and have not been advised by the FRB or any other federal or state governmental authorities that it is considering issuing or requesting, any cease and desist order, written agreement, directive, memorandum of understanding or other regulatory enforcement actions, proceeding or order, commitment letter or similar undertaking (other than orders or directives applicable to the banking industry as a whole), supervisory letter or adoption of board resolutions. None of the Cullman Parties is in violation of any directive received from the FRB, the SEC, the Office of the Comptroller of the Currency (the “OCC”), or any other agency to make any material change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the FRB, the OCC, and the SEC).

Except as described in the General Disclosure Package and the Prospectus, no suit or proceeding, charge, investigation or action before or by any court, regulatory authority or governmental agency or body is or will be pending or, to the knowledge of the Cullman Parties, threatened, which might materially and adversely affect the performance by the Cullman Parties of their obligations under this Agreement or the consummation of the transactions contemplated in the Plan and as described in the Prospectus, or which might result in a Material Adverse Effect or which is required to be disclosed in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus and is not so disclosed. No Cullman Party has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

The consolidated financial statements, schedules and notes related thereto which are included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the balance sheet, statement of income, statement of comprehensive income, statement of changes in capital accounts and statement of cash flows of the Mid-Tier Company on a consolidated basis at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of the 1933 Act Regulations and the Conversion Regulations. Such financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied through the periods involved, present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Cullman Parties with

The Cullman Parties carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Cullman Parties or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and the Cullman Parties are in compliance with the terms of such policies in all material respects. No Cullman Party has been refused any insurance coverage sought or applied for during the last four years; and no Cullman Party has any reason to believe that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. None of the Cullman Parties has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures shall have to be made in order to continue such insurance. There are no claims under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause where absence of coverage would have a Material Adverse Effect.

Since the respective dates as of which information is given in the Registration Statement, including the Prospectus and except as disclosed in the General Disclosure Package and the Prospectus: (i) no event resulting in a Material Adverse Effect has occurred, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of any of the Cullman Parties or in the principal amount of the Cullman Parties’ consolidated assets which are classified by any of such entities as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of any of the Cullman Parties; nor has any of the Cullman Parties issued any securities (other than in connection with the incorporation of the Holding Company) or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of business; (iii) there have not been any material transactions entered into by the Cullman Parties; (iv) there has not been any material adverse change in the aggregate dollar amount of the Cullman Parties deposits or its capital accounts; (v) there has been no material adverse change in any of the Cullman Parties’ relationship with its insurance carriers, including, without limitation, cancellation or other termination of any of the Cullman Parties’ fidelity bond or any other type of insurance coverage; (vi) there has

None of the Cullman Parties is in material violation of their respective charters or bylaws (and none of the Cullman Parties will be in material violation of its charter or bylaws upon completion of the Conversion). The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a breach or default) under, or result in the creation of any lien, charge or encumbrance upon any of the assets of any of the Cullman Parties pursuant to the respective charters or bylaws of the Cullman Parties or any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, franchise, license, Permit or any other agreement or instrument in which the Cullman Parties has a beneficial interest, or any applicable law, rule, regulation or order, except for such violations as would not have a Material Adverse Effect; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to any of the Cullman Parties, except for such violations as would not have a Material Adverse Effect; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Cullman Parties.

All documents made available or delivered by, or to be made available to or delivered by the Cullman Parties or their representatives in connection with the issuance and sale of the Shares, or in connection with the Agent’s exercise of due diligence, except for those documents which were prepared by parties other than the Cullman Parties or their representatives were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects. The records used by the Cullman Parties to determine the identities of Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.

Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Holding Company will be within the range set forth in the General Disclosure Package and the Prospectus under the caption “Capitalization,” and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares, the Exchange Shares and the Foundation Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Holding Company pursuant to the Plan and, with respect to the Shares, against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable; except to the extent that subscription

No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default, on the part of any of the Cullman Parties in the due performance and observance of any term, covenant, agreement, obligation, representation, warranty or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement, lease, license, Permit or any other instrument or agreement to which the Cullman Parties or by which any of them or any of their respective property is bound or affected which, in any such case, could have, individually or in the aggregate with other breaches, violations or defaults, a Material Adverse Effect; each of such agreements is in full force and effect and is the legal, valid and binding agreement of the applicable Cullman Party and, to the knowledge of the Cullman Parties, the other parties thereto, enforceable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity and no other party to any such agreement has instituted or, to the knowledge of the Cullman Parties, threatened any action or proceeding wherein any of the Cullman Parties would or might be alleged to be in default thereunder where such action or proceeding, if determined adversely to the Cullman Parties, would have a Material Adverse Effect. There are no contracts or documents that are required to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Prospectus, the General Disclosure Package or any Permitted Free Writing Prospectus which are not so filed or described as required, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, the General Disclosure Package and any Permitted Free Writing Prospectus are fairly summarized in all material respects. No party has sent or received any notice indicating the termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, the General Disclosure Package or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Cullman Parties, no such termination has been threatened by any party to any such contract or agreement.

Subsequent to the date the Registration Statement is declared effective by the SEC and prior to the Closing Date, except as otherwise may be indicated or contemplated in the Registration Statement, none of the Cullman Parties has or will have issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business.

Except for the Cullman Savings Bank Profit Sharing Plan and the Cullman Bank Employee Stock Ownership Plan, none of the Cullman Parties maintains any “pension plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In addition, (A) the employee benefit plans, including employee welfare benefit plans, of the Cullman Parties (the “Employee Plans”) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (B) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the Cullman Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (C) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the Cullman Parties and (D) all Employee Plans that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of the Cullman Parties, threatened, claims by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits).

No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement, the issuance of the Shares or the Exchange Shares, or the contribution of the Foundation Shares to the Foundation, except for the approval of the FRB and the SEC, and the approval by the OCC of amendments to the Bank’s charter, and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares, the Exchange Shares and the Foundation Shares are to be offered, and except as may be required under the rules and regulations of FINRA or the Nasdaq Stock Market LLC.

Crowe LLP, which has certified the audited financial statements of the Bank included in the Prospectus, has advised the Cullman Parties in writing that they are, with respect to the Cullman Parties, independent certified public accountants as required by the Code of Professional Ethics of the American Institute of Certified Public Accountants, the applicable rules of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC, they are registered with the PCAOB and such firm is not, with respect to the Cullman Parties, in violation of the auditor independence requirements of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (“Sarbanes-Oxley Act”).

Keller & Company, Inc., which has prepared the Appraisal, has advised the Cullman Parties in writing that it is independent of the Cullman Parties within the meaning of the Conversion Regulations and is believed by the Cullman Parties to be experienced and

The Cullman Parties have timely filed or extended all required federal, state and local tax returns; the Cullman Parties have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended or where such taxes may be contested in good faith, have made adequate reserves for similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority. The Cullman Parties have no knowledge of any tax deficiency which has been or might be assessed against any of them which, if the subject of an unfavorable decision, ruling or finding, could have, individually or in the aggregate with other tax deficiencies, a Material Adverse Effect. All material tax liabilities have been adequately provided for in the financial statements of the Cullman Parties in accordance with GAAP. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the Holding Company or with the issuance, sale by the Holding Company of the Shares or the issuance of the Exchange Shares or Foundation Shares.

The operations of each of the Cullman Parties are and have been conducted at all times in compliance in all material respects with the anti-money laundering statutes of applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Anti-Money Laundering Laws”) and to their knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Cullman Parties with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Cullman Parties, threatened.

No labor dispute with the employees of the Cullman Parties exists or, to the knowledge of the Cullman Parties, is threatened, and, to the knowledge of the Cullman Parties, there are no existing or threatened labor disturbance by the employees of any of its or any subsidiaries’ principal customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

No Cullman Party or any director, officer or employee of the Cullman Parties nor, to the knowledge of the Cullman Parties, any agent, affiliate or other person associated with or acting on behalf of the Cullman Parties has (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (b) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official

None of the Cullman Parties has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus); (ii) had any dealings within the 12 months prior to the date hereof with any member of FINRA, other than as disclosed in the Prospectus, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the Cullman Parties in connection with the offering of the Shares, and no person is being compensated in any manner for such service. The Cullman Parties have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Conversion. To the knowledge of the Cullman Parties, there are no affiliations or associations (as such terms are defined by the FINRA) between any member of FINRA and any of the Cullman Parties’ officers or directors.

The Cullman Parties own, or possess adequate rights to use, all patents, copyrights, trademarks, service marks, trade names and other rights necessary to conduct the businesses now conducted by them in all material respects or as described in the Prospectus and any Permitted Free Writing Prospectus and no Cullman Party has received any written notice or has any knowledge of infringement or conflict with asserted rights of others or of any facts or circumstances which would render invalid or inadequate to protect the rights of the Cullman Parties with respect to any patents, copyrights, trademarks, service marks, trade names or other rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and, to the knowledge of the Cullman Parties, there is no basis for any such infringement or conflict which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could have a Material Adverse Effect.

Except as has not had and would not reasonably be expected to have a Material Adverse Effect:

The Bank has complied in all material respects with, and all documentation in connection with the origination, processing, underwriting and credit approval of

No Agency, Loan Investor or Insurer has (A) notified the Bank in writing that the Bank has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Bank to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (B) imposed in writing restrictions on the activities (including commitment authority) of the Bank or (C) indicated in writing to the Bank that it has terminated or intends to terminate its relationship with the Bank for poor performance, poor loan quality or concern with respect to the Bank compliance with laws.

None of the Cullman Parties is, and neither intends to conduct business in a manner which would cause it to become, an “investment company,” an entity “controlled” by an “investment company” or an “investment adviser” within the meaning of the Investment

None of the Cullman Parties or any properties owned or operated by any of the Cullman Parties, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of the Cullman Parties, threatened relating to the liability of any property owned or operated by the Cullman Parties under any Environmental Law. To the knowledge of the Cullman Parties, there are no events or circumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Cullman Parties relating to any Environmental Law. For purposes of this subsection, the term “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

The Cullman Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded accounts or assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the knowledge of the Cullman Parties, Crowe LLP and the Audit Committee of the Board of Directors (the “Audit Committee”) have been advised of: (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Holding Company’s and the Bank’s ability to record, process, summarize, and report financial data; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Cullman Parties’ internal accounting controls.

All of the loans represented as assets of the Cullman Parties in the Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending,

All of the information, as may have been updated or amended, provided to the Agent or to counsel for the Agent by the Cullman Parties and their respective officers and directors in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules 5110 and 5121 is true, complete and correct.

The Cullman Parties have taken all actions necessary to obtain on the Closing Date a Blue Sky Memorandum from Luse Gorman which sets forth those states in which the Shares or Exchange Shares are registered or qualified for sale or issuance, or exempt from any such registration or qualification of sale or issuance.

Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from the Cullman Parties any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions contemplated by this Agreement.

The statistical and market related data contained in any Permitted Free Writing Prospectus, the Prospectus and the Registration Statement are based on or derived from sources which the Cullman Parties believe were reliable and accurate at the time they were filed with the SEC. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

To the knowledge of the Cullman Parties, with the exception of the intended loan to the Bank’s ESOP by the Holding Company to enable the ESOP to purchase Shares in an amount up to 8.0% of the Common Stock that will be sold in the Offering and issued to the Foundation, none of the Cullman Parties or their employees has made any payment of funds of the Cullman Parties as a loan for the purchase of the Common Stock. To the knowledge of the Cullman Parties, none of the Cullman Parties or their employees has made any payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

The Holding Company has submitted or will have submitted prior to the Closing Date all notices required to consummate the Conversion and to have the Shares and the Exchange Shares listed on the Nasdaq Capital Market effective as of the Closing Date referred to in Section 2 hereof.

At or prior to the hour and date upon which the Holding Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time”, the Holding Company will have filed a Form 8-A for the Shares and the Exchange Shares to be registered under Section 12(b) of the Exchange Act (the “Exchange Act Registration Statement”).

Upon the completion of the Conversion, the Holding Company will be in compliance with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder, and will use its best efforts to comply with those provisions of the Sarbanes-Oxley Act that will become effective in the future upon their effectiveness.

None of the Cullman Parties nor any director, officer, employee or, to the knowledge of the Cullman Parties, after due inquiry, agent or affiliate thereof is (a) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or relevant sanctioning authority; (b) located, organized or resident in a country or territory that is the subject of such sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria); and (c) the Holding Company will not, directly or indirectly, use the proceeds of the Offerings, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or engage in dealings or transactions with any person, or in any country, or territory, subject to any U.S. sanctions administered by OFAC or relevant sanctioning authority.

Neither any of the Cullman Parties nor any of their affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes. For purposes of this subsection, “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the MHC, the Mid-Tier Company, the Holding Company or the Bank.

Any certificates signed by an officer of any of the Cullman Parties pursuant to the conditions of this Agreement and delivered to the Agent or their counsel that refers to this Agreement shall be deemed to be a representation and warranty by such Cullman Party to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

The Foundation has been duly incorporated and is validly existing as a non-stock corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. The Foundation will be a qualified charitable organization exempt from federal and state income tax under Section 501(c)(3) of the Code and, to the knowledge of the Cullman Parties, nothing has occurred, whether by action or by failure to act, that would cause a loss of such qualification. The Foundation is not currently and will not be a savings and loan holding company with the meaning of 12 C.F.R. Section

The Agent is a corporation and is validly existing in good standing under the laws of the State of Maryland with full power and authority to provide the services to be furnished to the Cullman Parties hereunder. The Agent is registered as a broker-dealer with the SEC and is a member of FINRA.

Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable.

With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank.

Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered

No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.

There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement.

The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.

The Cullman Parties will not, after the date of effectiveness or approval, as applicable, file any amendment or supplement to the Registration Statement, the Prospectus or any Conversion Application without written notice to the Agent of their intention to do so and providing the Agent and its counsel an opportunity to review such amendment or supplement, nor will any Cullman Party file any such amendment or supplement to which the Agent shall reasonably object.

If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary

Each of the Cullman Parties represents and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents and agrees that, unless it obtains the prior consent of the Cullman Parties, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Regulations, or that would constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act Regulations, required to be filed with the SEC. The Cullman Parties represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, and have complied and will comply in all material respects with the requirements of Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including timely SEC filing where required, legending and record keeping. The Cullman Parties need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the 1933 Act Regulations.

The Cullman Parties will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the SEC and any post-approval amendment to the Conversion Application and/or the Holding Company Application to be approved by the FRB or any other governmental entity, and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Conversion Application and/or Holding Company Application have been approved by the FRB or any other governmental entity; (iii) of any comments from the SEC, the FRB, or any other governmental entity with respect to the Conversion contemplated by this Agreement; (iv) of the request by the SEC, the FRB, or any other governmental entity for any amendment or supplement to the Registration Statement, the Conversion Application, the Holding Company Application, or for additional information; (v) of the issuance by the SEC, the FRB or any other governmental entity of any order or other action suspending the Conversion or the use of the Registration Statement or the Prospectus or any other filing of the Cullman Parties under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) of the issuance by the SEC, the FRB or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event mentioned in paragraph (h) below. The Cullman Parties will make every reasonable effort (i) to

The Cullman Parties will deliver to the Agent and to its counsel an electronic copy or two conformed copies of the Registration Statement, the Conversion Application and the Holding Company Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Cullman Parties will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings. In addition, the Cullman Parties will also promptly deliver to the Agent such number of copies of the closing documents with respect to the Conversion and the Offering as the Agent may reasonably request.

The Holding Company and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the “1934 Act Regulations”), state securities laws or regulations or applicable rules of any other governmental entity. The Cullman Parties authorize the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.

The Cullman Parties will comply with any and all material terms, conditions, requirements and provisions with respect to the Conversion and the Offering imposed by the SEC, the FRB, or any other applicable regulator, or the Conversion Regulations or the Control Act Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Cullman Parties will comply, at their own expense, with all material requirements imposed upon them by the SEC, the FRB or any other applicable regulator, or the Conversion Regulations or the Control Act Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Shares during such period in accordance with the provisions hereof and the Prospectus. The Holding Company will comply in all material respects with all undertakings contained in the Registration Statement.

If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting any of the Cullman Parties shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Holding Company and in the reasonable opinion of the Agent’s counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not

The Cullman Parties will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such information as may be required to qualify or register the Shares, to the extent applicable, for offering and sale or issuance by the Holding Company or to exempt such Shares from registration, or to exempt the Holding Company as a broker-dealer and its officers, directors and employees as broker-dealers, salesmen or agents under applicable securities or blue sky laws of such U.S. jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Holding Company may reasonably agree upon; provided, however, that the Holding Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Holding Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

The Holding Company will not sell or issue, contract to sell or otherwise dispose of, for a period of 180 days after the Closing Date, without the Agent’s prior written consent, any of its shares of common stock, other than the Shares, the Exchange Shares and the Foundation Shares or other than in connection with any plan or arrangement described in the Prospectus.

The Holding Company will register its common stock under Section 12(b) of the 1934 Act. The Holding Company shall maintain the effectiveness of such registration for not less than three years from the time of effectiveness.

During the period during which the Common Stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Holding Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report of the Holding Company (including a consolidated balance sheet and statements of consolidated income, stockholders’ equity and cash flows of the Holding Company and its subsidiaries as at the end of and for such year, certified by

During the period of three years from the date hereof, the Holding Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Holding Company furnished to or filed with the SEC under the 1934 Act or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders); provided, however, that for purposes of this requirement, documents filed electronically on the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System shall be deemed to be delivered to the Agent upon filing with the SEC: (ii) a copy of each other non-confidential report of the Holding Company mailed to its stockholders or filed with the SEC, the OCC, the FRB or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Holding Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Holding Company or the Bank as the Agent may reasonably request.

The Holding Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption “How We Intend to Use the Proceeds from the Offering.”

The Holding Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earning statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning not later than the first day of the Holding Company’s fiscal quarter next following the effective date (as defined in such Rule 158) of the Registration Statement.

The Holding Company shall notify the Agent when funds shall have been received for the minimum number of Shares set forth in the Prospectus.

The Cullman Parties will maintain appropriate arrangements for depositing all funds received from persons mailing or delivering subscriptions for or orders to purchase Shares in the Offering with the Bank, on an interest-bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Holding Company’s or the Bank’s obligation to refund payments received from persons subscribing for or ordering Shares in the Offering in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in

The Holding Company will report the use of proceeds of the Offering in accordance with Rule 463 under the 1933 Act.

The Holding Company will promptly take all necessary action to register as a savings and loan holding company under the HOLA within the time period required by applicable law.

The Cullman Parties will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with FINRA Rules 5130 and 5131.

None of the Cullman Parties will amend the Plan without notifying the Agent and the Agent’s counsel prior thereto.

The Holding Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Holding Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.

Prior to the Closing Date, the Holding Company and the Bank will inform the Agent of any event or circumstances of which either is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

The Holding Company will not deliver the Shares until the Cullman Parties have satisfied or caused to be satisfied each condition set forth in Section 8 hereof, unless such condition is waived in writing by the Agent.

Subsequent to the date the Registration Statement is declared effective by the SEC and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the Cullman Parties will have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the Cullman Parties, taken as a whole.

Until the Closing Date, the Cullman Parties will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the SEC, the OCC and the FRB.

The facts and representations provided to Luse Gorman by the Cullman Parties and upon which Luse Gorman will base its opinion under Section 8(c) are and will be truthful, accurate and complete.

Other than as permitted by the Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any jurisdiction in which the Shares are qualified for sale, the Cullman Parties will not distribute any offering material in connection with the Offering except for the Prospectus and the Sales Information (except for any affidavit to qualify an exemption under state securities laws) that has been filed with the Registration Statement and the Conversion Application and authorized for use by the FRB. The Sales Information shall not conflict in any material respect with the information contained in the Registration Statement and the Prospectus.

The Holding Company will comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and all applicable rules, regulations, guidelines and interpretations promulgated thereunder by any governmental entity having jurisdiction over the Holding Company.

The Cullman Parties will not, prior to the Closing Date, incur any liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business consistent with past practice, except as contemplated by the Prospectus.

Prior to the Closing Date, the Holding Company will establish and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the 1934 Act) that are designed to ensure that the information it will be required to disclose in the reports it files or submits under the 1934 Act is accumulated and communicated to the Holding Company’s management (including the Holding Company’s President and Chief Financial Officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the SEC’s rules and forms. The books, records and accounts and systems of internal accounting control of the Cullman Parties and its subsidiaries will comply in all material respects with the requirements of the 1934 Act.

During the period when the Prospectus is required to be delivered, the Holding Company and the Bank will comply, at their own expense, with all requirements imposed upon them by the FRB, by the applicable Conversion Regulations, as from time to time in force, the 1933 Act, the 1933 Act Regulations, the 1934 Act, and the 1934 Act Regulations, including, without limitation, Regulation M under the 1934 Act, so far as necessary to permit the continuance of sales or dealing in shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus.

The Holding Company authorizes the Agent and any Selected Dealer to act as agents of the Holding Company in distributing the Prospectus to persons entitled to receive subscription rights and other persons to be offered Shares having record addresses in the states or jurisdictions set forth in a survey of the securities or “blue sky” laws of the various jurisdictions in which the Offering will be made.

The Cullman Parties will promptly inform the Agent upon its receipt of service with respect to any material litigation or administrative action instituted with respect to the Conversion or the Offering.

The Cullman Parties will use all reasonable efforts to comply with, or cause to be complied with, the conditions precedent to the several obligations of the Agent specified in Section 8.

At Closing Time, the Shares and the Exchange Shares shall have been approved for quotation on the Nasdaq Capital Market upon notice of issuance.

The liquidation accounts required under the Plan for the benefit of Eligible Account Holders (as defined in the Plan) will be duly established and maintained in accordance with the requirements of the Conversion Regulations, and such Eligible Account Holders who continue to maintain their savings accounts in the Bank will have an inchoate interest in their pro rata portion of the liquidation accounts, which shall have a priority superior to that of the holders of the Common Stock in the event of a complete liquidation of the Holding Company and the Bank.

At the Closing Date, the Cullman Parties shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion Regulations (except to the extent waived or otherwise approved by the FRB), and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the FRB or any other regulatory body to the reasonable satisfaction of Agent and its counsel.

The Registration Statement shall have been declared effective by the SEC, the Holding Company Application shall have been approved by the FRB and any other applicable regulator, and the amendments to the Bank’s charter shall have been approved by the OCC, not later than 5:30 p.m. on the date of this Agreement, or with the Agent’s consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or, to the knowledge of the Cullman Parties, threatened by the SEC or any regulatory authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Cullman Parties’ knowledge, threatened by the SEC, the FRB, the OCC or any other regulatory authority, except in such states in which the registration of the Offering or the Shares or the Exchange Shares has been withdrawn and no injunction, restraining order, or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Shares or the Exchange Shares. The Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, the Members’ Proxy Statement and the Stockholders’ Proxy Statement, and all amendments or supplements thereto, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit and upon which Agent’s counsel may rely for purposes of delivering its legal opinion pursuant to Section 8(d), of Luse Gorman, special counsel for the Cullman Parties, in form and substance satisfactory to the Agent and its counsel, as attached hereto as Exhibit B.

At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Kilpatrick Townsend & Stockton LLP, special counsel for the Agent, with respect to such matters as the Agent may reasonably require. Such opinion may rely upon certificates of officers and directors of the Cullman Parties delivered pursuant hereto or as such counsel shall

Prior to the mailing of the Prospectus to eligible subscribers, a blue sky memorandum from Luse Gorman relating to the Offering, including Agent’s participation therein, shall have been furnished to the Holding Company with a copy thereof addressed to Agent or upon which Luse Gorman shall state the Agent may rely. The blue sky memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares and the Exchange Shares under applicable state securities law.

At the Closing Date, the Agent shall receive a certificate of the President and the Chief Financial Officer of each of the Cullman Parties, solely in their capacities as such and without personal liability therefor, in form and substance reasonably satisfactory to the Agent’s counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined the Registration Statement, the Prospectus and the General Disclosure Package and, in their opinion, as of the effective date of the Registration Statement, and at the time the Prospectus became authorized for final use, the Registration Statement, the Prospectus and the General Disclosure Package did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Cullman Parties; (iii) since the respective dates as of which information is given in the Registration Statement, the Prospectus and the General Disclosure Package, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Cullman Parties independently, or of the Cullman Parties considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Cullman Parties complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date, including the conditions set forth in this Section 8, and will comply in all material respects with all obligations to be satisfied by them after the Closing Date; (vi) based on each of their knowledge, the financial statements and other financial information included in the Registration Statement, the Prospectus and the General Disclosure Package fairly present the financial condition and results of operations of the Bank as of and for the dates and periods covered by the Registration Statement and the Prospectus; (vii) they are responsible for establishing and maintaining disclosure controls and procedures; (viii) they have designed such disclosure controls and procedures to ensure that material information relating to the Holding Company and the Bank is made known to them; (ix) they have evaluated the effectiveness of their disclosure controls and procedures; (x) they have disclosed to Crowe LLP and the Audit Committee (A) all

None of the Cullman Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement, the General Disclosure Package and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement, the Prospectus and the General Disclosure Package, there shall not have been any Material Adverse Effect that is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares or the Exchange Shares on the terms and in the manner contemplated in the Prospectus.

Prior to and at the Closing Date, in the reasonable opinion of the Agent, (i) there shall have been no material adverse change in the financial condition, results of operations, business, affairs or prospects of the Cullman Parties considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) there shall have been no material transaction entered into by any Cullman Party since the latest dates as of which the financial condition of the Cullman Parties is set forth in the Prospectus, other than transactions referred to or contemplated therein or in the ordinary course of business; (iii) none of the Cullman Parties shall have received from the OCC or the FRB any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction (if permitted to be

Concurrently with the execution of this Agreement, the Agent shall receive a letter from Crowe LLP, dated as of the date hereof and addressed to the Agent: (i) confirming that Crowe LLP is a firm of independent registered public accountants within the applicable rules of the SEC and the PCAOB and stating in effect that in its opinion the financial statements and related notes of the Bank as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, and covered by their opinion included in the Prospectus, and any other more recent unaudited financial statements included in the Prospectus, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and related published rules and regulations of the SEC; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the PCAOB) consisting of a reading of the latest available financial statements of the Bank prepared by the Bank, a reading of the minutes of the meetings of the Boards of Directors of each of the Cullman Parties and consultations with officers of the Bank responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) the audited financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with the applicable accounting requirements of the 1933 Act and related published rules and regulations of the SEC and accounting principles generally accepted in the United States of America applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) during the period from the date of the latest financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in long-term or short-term debt of the Bank; or (C), except as set forth in said letter, there was any decrease in the total assets, total loans, the allowance for loan losses, total deposits, or total capital accounts of the Bank at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus; or (D) there was any decrease in total interest income, net interest income, net interest income after provision for loan losses, non-interest income or net income or increase in non-interest expense or the provision for loan losses of the Bank, in each case for the number of full months commencing

At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by Crowe LLP in the letter delivered by it pursuant to subsection (i) of this Section 8, the “specified date” referred to in clause (ii)(B) of subsection (i) to be a date specified in the letter required by this subsection (j) which for purposes of such letter shall not be more than three business days prior to the Closing Date.

At the Closing Date, the Holding Company shall receive a letter from Keller & Company, Inc. dated the Closing Date (i) confirming that said firm is independent of the Cullman Parties and is experienced and expert in the area of corporate appraisals within the meaning of the Conversion Regulations, (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects with the applicable requirements of the Conversion Regulations, and (iii) further stating that its opinion of the aggregate pro forma market value of the Holding Company including the Bank, as most recently updated, remains in effect.

At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letter from the FRB approving the Conversion Application; (ii) a copy of the letter from the FRB approving the Holding Company Application; (iii) a copy of the letter from the OCC approving the Bank’s charter amendment to establish the Bank liquidation account required under the Plan, (iv) a copy of the order from the SEC declaring the Registration Statement effective, if available; (v) a certificate from the FDIC evidencing the Bank’s insurance of accounts; (v) a certificate from the FHLB-Atlanta evidencing the Bank’s membership therein; (vi) a certified copy of each of the Holding Company’s, the Bank’s, the Mid-Tier Company’s and the MHC’s Charter and Bylaws, as applicable; and (ix) any other documents that Agent shall reasonably request.

At the Closing Time, the Shares and the Exchange Shares shall have been approved for listing on the Nasdaq Stock Market.

Subsequent to the date hereof, there shall not have occurred any of the following; (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or the NYSE MKT or quotations halted generally on the

At or prior to the Closing Date, the Agent and counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Cullman Parties in connection with the sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent or its counsel.

All opinions, certificates, letters and documents delivered pursuant to this Section 8 will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent or to counsel for the Agent. Any certificate signed by an officer of any of the Cullman Parties and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by such Cullman Party to the Agent as to the statements made therein.

The Cullman Parties jointly and severally agree to indemnify and hold harmless the Agent, its officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent or any of them may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such persons upon written demand for any expense (including all fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-

The Agent agrees to indemnify and hold harmless the Cullman Parties, their directors and officers and each person, if any, who controls the Holding Company or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Cullman Parties, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent’s obligations under this Section 9(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information in reliance upon and in conformity with the Agent Information.

Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 9 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may retain) for each indemnified party in

In addition to, and without limiting, the provisions of Section 9(a) hereof, in the event that the Agent, any person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or any of its partners, directors, officers, employees, affiliates or agents is requested or required to appear as a witness or otherwise gives testimony in any action, proceeding, investigation or inquiry brought by or on behalf of or against the Cullman Parties, the Agent or any of its affiliates or any participant in the transactions contemplated hereby in which the Agent or such person or agent is not named as a defendant, the Cullman Parties jointly and severally agree to reimburse the Agent and its partners, directors, officers, employees or agents for all reasonable and necessary out-of-pocket expenses incurred by them in connection with preparing or appearing as a witness or otherwise giving testimony and to compensate the Agent and its partners, directors, officers, employees or agents in an amount to be mutually agreed upon.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 9 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Cullman Parties or the Agent, the Cullman Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding, but after deducting any contribution received by the Cullman Parties or the Agent from persons other than the other parties thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Holding Company from

Neither termination nor completion of the engagement of the Agent nor any investigation made by or on behalf of the Agent shall affect the indemnification

If any domestic or international event or act or occurrence has materially disrupted the United States securities markets such as to make it, in the Agent’s reasonable opinion, impracticable to proceed with the offering of the Shares; or if trading on the NYSE, NYSE MKT, Nasdaq Stock Market, or over-the-counter market (“OTC”) shall have suspended (except that this shall not apply to the imposition of NYSE, NYSE MKT, Nasdaq Stock Market, or OTC trading collars imposed on program trading); or if the United States shall have become involved in a war or major hostilities or escalation thereof; or if a general banking moratorium has been declared by a state or federal authority which has a material adverse effect on the Cullman Parties on a consolidated basis; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if there shall have been a material adverse change in the financial condition, results of operations or business of any of the Cullman Parties, or if any of the Cullman Parties shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not said loss shall have been insured; or, if there shall have been a material adverse change in the financial condition, results of operations or business of the Cullman Parties taken as a whole.

In the event the Holding Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the Conversion Regulations, and applicable law, this Agreement shall terminate upon refund by the Holding Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2(a), 2(d), 2(e), 7, 9 and 10 hereof.

If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and all of the Agent’s obligations hereunder may be cancelled by the Agent by notifying the Holding Company of such cancellation in writing or by electronic mail at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2(a), 2(d), 2(e), 7, 9 and 10 hereof.

If the Agent elects to terminate this Agreement as provided in this Section, the Cullman Parties shall be notified promptly by telephone or electronic mail, confirmed by letter.

CULLMAN BANCORP, INC.,

a Maryland Corporation

CULLMAN BANCORP, INC.,

a Federal Corporation

Financial Advisory and Marketing Agent Services - As the Company’s financial advisor and marketing agent, Raymond James will provide financial and logistical advice to the Company and will assist the Company’s management, legal counsel, accountants and other advisors in connection with the Reorganization and related matters. We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:

Assist the Company in assessing the financial and securities market implications of the Plan;

Assist the Company in structuring and in communicating the terms of the Plan and the Offerings;

Assist the Company in the preparation of documents related to the execution of the Plan, including the prospectus, stock order and certification form and all marketing materials (it being understood that the preparation and filing of any and all such documents will be the responsibility of the Company and its counsel);

Assist the Company in analyzing proposals from outside vendors (to be engaged at the Company’s sole expense) in connection with execution of the Plan, including, but not limited

to, appraisers, business plan consultants, financial printers, registrar/transfer agents, and proxy solicitors, as needed;

Assist the Company in scheduling and preparing for meetings with potential investors and/or other broker-dealers related to the Offerings, as necessary;

Establish a Stock Information Center at Raymond James’s office in Chicago, Illinois, which shall provide a toll-free hotline to assist with investor inquiries;

Assist in the training of Company personnel for interaction with customers during the offering and proxy solicitation period; and

Such other financial advisory and investment banking services in connection with the Offerings as may be agreed upon by Raymond James and the Company.

Records Agent Services - As Records Agent, Raymond James will provide the following services, as the Company may reasonably request.

Customer File Processing

processing of the Bank’s customer account records for each record date required by the Plan;

consolidation of eligible customer accounts by ownership and creation of a central file for determination of subscription and voting rights;

reporting of Company customers by state (support for any required Blue Sky filings);

identification of subscription priorities;

calculation of member votes; and

sorting and grouping of customer records and coordination with the Company’s financial printer for all required subscriber and member mailings.

Stock Order Processing

processing of stock order forms received at the Stock Information Center;

daily and ad-hoc status reporting to Company management;

mailing of order acknowledgment letters to subscribers;

allocation of shares to qualifying subscribers if the offering is oversubscribed;

production of new shareholders list and other final subscription reports (account withdrawals, all orders received, etc.);

coordination with the Company’s transfer agent for stock issuance; and

calculation and reporting of subscriber interest and refund amounts with necessary supporting files to enable the Company or its transfer agent to generate required interest/refund checks and 1099-INT reporting.

Member Proxy Vote Processing

tabulation and reporting of member proxy votes received;

proxy target group identification and reporting to assist with solicitation efforts;

proxy reminder mailings as needed;

assist the Company with member telephone solicitation efforts if requested;

coordination with the Company’s proxy solicitor, if needed;

adjustment of member votes as required for accounts closed prior to the special meeting; and

act as or support the Inspector of Election for the Special Meeting of Members, if requested and the election is not contested.

Due Diligence Review - The Company acknowledges and agrees that Raymond James’s obligation to perform the services contemplated by this Agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as Raymond James and their counsel in their sole discretion my deem appropriate under the circumstances (the “Due Diligence Review”). The Company agrees it will make available to Raymond James all information, whether or not publicly available, which Raymond James reasonably requests (the “Information”), and will permit Raymond James to discuss with the board of directors and management the operations and prospects of the Company. Raymond James will treat all Confidential Information (as defined herein) as confidential in accordance with the provisions of Section 9 hereof. The Company recognizes and confirms that Raymond James (a) will use and rely on and assume the accuracy and completeness of the Information in performing the services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. The Company acknowledges and agrees that Raymond James will rely upon Company management as to the reasonableness and achievability of any financial and operating forecasts and projections provided to Raymond James, and that Raymond James will assume, at the Company’s direction, that all financial forecasts and projections have been reasonably prepared by Company management on a basis reflecting the best then currently available estimates and judgments of management as to the expected future financial performance of the Company, and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated by such management.

Regulatory Filings - The Company will cause appropriate offering documents to be filed with all regulatory agencies including the Securities and Exchange Commission (“SEC”), and the appropriate federal and/or state bank regulatory agencies. In addition, the Company and Raymond James agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings including Raymond James’s participation therein and shall furnish Raymond James a copy thereof addressed to Raymond James or upon which counsel shall state Raymond James may rely.

Fees - For the services hereunder, the Company shall pay the following fees to Raymond James at closing unless stated otherwise:

Management Fee: A Management Fee of $30,000, payable as follows: (a) $15,000 upon execution of this Agreement; and (b) $15,000 upon filing with the SEC of the New Holding Company’s initial registration statement for any Offering. Such fees shall be deemed to have been earned when due. Should the Offerings or this Agreement be terminated for any reason Raymond James shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

Success Fee: A Success Fee equal to the greater of (i) $250,000 or (ii) one percent (1.00%) of the aggregate dollar amount of common stock sold in the Subscription Offering and/or Community Offering. Such Success Fee shall be due at the closing of the Offerings and the Reorganization. No Success Fee shall be payable for any shares sold to the officers, directors, and employees of the Company (“Insiders”) or the Immediate Family of such persons or to qualified and non-qualified employee benefit plans, or to trusts of Insiders or their Immediate

Family, or to any charitable foundation established in connection with or that is given shares in connection with the Offerings. “Immediate Family” includes the spouse, parents, siblings and children of the Insiders who live in the same house as the Insiders. The Management Fee described in Section 5(a), to the extent then already paid, will be credited against the Success Fee. The obligation to pay to Raymond James the full Success Fee upon completion of the Offerings shall survive any termination of this Agreement, including any termination occurring prior to the completion of such Offerings.

Syndicated Community Offering: In the event the Company elects to pursue a Syndicated Community Offering, the Company shall pay to Raymond James, in addition to (and not in lieu of) the Success Fee, a commission equal to 6.0% of the aggregate purchase price of the shares sold in the Syndicated Community Offering. Raymond James as sole book running manager may seek to form a syndicate of registered dealers to assist in the Syndicated Community Offering on a best efforts basis, subject to the terms and conditions set forth in a selected dealers’ agreement to be entered into between the Company and Raymond James. Raymond James will endeavor to distribute the common stock among dealers, if any, in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Raymond James be obligated to take or purchase any shares of the common stock in the Offerings.

Records Agent Fee: For the Records Agent services outlined above, the Company agrees to pay Raymond James a fee of $25,000 (the “Record Agent Fee”). The Record Agent Fee shall be payable as follows: (a) $15,000 payable upon execution of this Agreement, which shall be non-refundable; and (b) the balance upon the mailing of subscription documents for the Subscription Offering.

Expenses - The Company will bear all expenses of the proposed Offerings customarily borne by issuers, including, without limitation, any regulatory filing fees, SEC, “Blue Sky,” and FINRA filing and registration fees, and DTC eligibility and DRS participation fees; the fees and expenses of the Company’s accountants, attorneys, appraiser, business plan consultant, financial printer, proxy solicitor, and transfer agent; the costs of operating the Stock Information Center, including hiring temporary personnel if needed to assist with data entry and clerical functions, postage and overnight delivery service charges, and Syndicated Community Offering expenses associated with the Offerings; the fees set forth in Section 5; and fees for “Blue Sky” legal work. If Raymond James incurs expenses on behalf of the Company, the Company will reimburse Raymond James for such expenses.

Limitations - The Company is a sophisticated business enterprise with competent internal financial personnel and legal counsel, and the Company has retained Raymond James for the limited purposes set forth in this Agreement. The Company acknowledges that Raymond James has been retained only by the Company, that Raymond James is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Raymond James is not deemed to be on behalf of, and is not intended to confer rights upon, any securityholder, owner or partner of the Company or any other person not a party to this Agreement as against Raymond James or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by Raymond James, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Raymond James, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Raymond James to the Company in connection with Raymond James’s engagement is intended solely for the benefit and use of the Company’s management and directors in connection with the Reorganization and the Offerings, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose.

Benefit - This Agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this Agreement shall not be assignable without the mutual consent of Raymond James and the Company.

Confidentiality - Raymond James agrees to use all material nonpublic information provided to it by or on behalf of the Company hereunder solely for the purpose of providing the services that are the subject of this Agreement and to treat all such information confidentially; provided, however, that nothing herein shall prevent Raymond James from (a) distributing materials in connection with the services contemplated by this Agreement and engaging in discussions relating to an Offering or the Reorganization, (b) sharing such information with its employees, attorneys or representatives of it or the Company who need to know such information, or (c) disclosing such information pursuant to the order of any court or administrative agency. It is agreed that Raymond James (if legally permitted to do so) will provide the Company with prompt notice of any such order (written, if practical) and otherwise provide reasonable cooperation to the Company (at the Company’s expense) in order to enable the Company to seek an appropriate protective order or other appropriate remedy or to waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, no such notice shall be required in the case of a routine audit or regulatory or administrative review of Raymond James not specifically related to the Company. In the event that such protective order or other remedy is not obtained, or that the Company grants a waiver as provided hereby, Raymond James may furnish that portion (and only that portion) of the information that it is legally compelled to disclose and with respect to which it agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information by the receiving party compelling such disclosure. In any event, Raymond James will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, such material nonpublic information does not include any information: (i) that was already in the possession of Raymond James or any or its representatives, or was available to Raymond James or any of its representatives on a non-confidential basis, prior to the disclosure to Raymond James or such representatives; (ii) obtained by Raymond James or any of its representatives from a third party which, insofar as is known by Raymond James or such representatives, is not subject to any prohibition against disclosure; (iii) which was or is independently developed by Raymond James or any of its representatives without violating any confidentiality obligation under this paragraph; or (iv) which was or becomes generally available to the public through no fault of Raymond James. The provisions of this paragraph shall automatically terminate one (1) year following the earlier of the completion of the Reorganization or the termination of this Agreement. This Agreement supersedes any other agreement regarding confidentiality that may have been previously entered into between the Company and Raymond James. The Company hereby acknowledges and agrees that the presentation materials and financial models used by Raymond James in performing its services hereunder have been developed by and are proprietary to Raymond James. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior consent from Raymond James in writing.

Indemnification – In consideration of Raymond James signing this Agreement and agreeing to perform Services pursuant to this Agreement, the Company shall execute and perform the obligations as provided in Addendum A attached to this Agreement.

Definitive Agreement - This Agreement reflects Raymond James’s present intention of proceeding to

work with the Company on its proposed Offerings. No legal and binding obligation is created on the part of the Company or Raymond James with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 5, (iii) the payment of fees and expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the indemnification and contribution and other provisions set forth in Section 10 and Addendum A, (vi) the provisions in Section 13, and (vii) those terms set forth in a mutually agreed upon Agency Agreement between Raymond James and the Company to be executed prior to commencement of the Offerings, all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.

Notices – All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day (in the jurisdiction in which the recipient is located) if sent after normal business hours of the recipient; or (iv) on the third (3^rd) day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

If to the Company:

Cullman Savings Bank

316 Second Avenue, SW

Cullman, AL 35055

Attention: John A. Riley III, President and CEO

Email: ***@***

If to Raymond James:

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

Attention: Thomas Donegan, General Counsel,

Global Equities and Investment Banking

Email: ***@***

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof or of any other jurisdiction that would require the application of the laws of another jurisdiction. All claims arising out of the interpretation, application or enforcement, or otherwise relating to the subject matter, of this Agreement, including, without limitation, any breach of this Agreement, shall be settled by final and binding arbitration in New York, New York, in accordance with the commercial rules then prevailing of the American Arbitration

Association by a panel of three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators shall be binding on Raymond James and the Company and may be entered and enforced in any court of competent jurisdiction by either Party. The arbitration shall be pursued and brought to conclusion as rapidly as is possible. TO THE EXTENT PERMITTED BY LAW, EACH OF RAYMOND JAMES AND THE COMPANY VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE ENGAGEMENT OF RAYMOND JAMES PURSUANT TO, OR THE PERFORMANCE BY RAYMOND JAMES OF, THE SERVICES CONTEMPLATED BY THIS AGREEMENT.

Term and Termination – Subject to the provisions of Section 11 of this Agreement, Raymond James’s engagement hereunder may be terminated by the Company or by Raymond James at any time upon 30 days’ written notice to that effect, and shall automatically terminate on the date that is 18 months from the date of this letter.

RAYMOND JAMES & ASSOCIATES, INC.

/s/ Robert J. Toma

12/30/2020

Robert J. Toma

Signature Date

Managing Director, Investment Banking

CULLMAN SAVINGS BANK

CULLMAN SAVINGS BANK, M.H.C.

CULLMAN BANCORP, INC.

/s/ John A. Riley, III

1/5/21

John A. Riley III

Signature Date

President and CEO

RAYMOND JAMES & ASSOCIATES, INC.

CULLMAN SAVINGS BANK

CULLMAN SAVINGS BANK, M.H.C.

CULLMAN BANCORP, INC.

By:

By:

/s/ John A. Riley, III

Robert J. Toma

John A. Riley III

Managing Director, Investment Banking

President and CEO

Signature Date:

12/30/2020

Signature Date:

1/5/21

The Holding Company is a corporation duly incorporated and validly existing as a corporation under the laws of the state of Maryland. The Holding Company is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Holding Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and any Permitted Free Writing Prospectus.

The MHC has been duly organized and is validly existing as a corporation under the laws of the United States and the corporate existence of the MHC shall cease immediately following completion of the Conversion as a result of the MHC Merger. The MHC is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The MHC has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and any Permitted Free Writing Prospectus.

The Mid-Tier Company has been duly organized and is validly existing as a corporation under the laws of the United States and the corporate existence of the Mid-Tier Company shall cease immediately following completion of the Conversion as a result of the Mid-Tier Merger. The Mid-Tier Company is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The Mid-Tier Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and any Permitted Free Writing Prospectus.

The Bank is validly existing as a federally chartered stock savings association with corporate power and authority to conduct its business and own its property as described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus. The Bank’s charter and bylaws comply in all material respects with the rules and regulations of the OCC. Immediately upon consummation of the Conversion and the Offering, the authorized capital stock of the Bank will consist of 11,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. All of the outstanding capital stock of the Bank, upon completion of the Conversion, will be duly authorized and, upon payment therefor, validly issued, fully-paid and non-assessable and, to such counsel’s knowledge, will be owned by the Holding Company free and clear of any liens, encumbrances, claims or other restrictions.

The Bank is a member and in good standing of the FHLB-Atlanta. The deposit accounts of the Bank are insured by the FDIC up to the maximum amount allowed under law and, to such counsel’s knowledge, no proceedings for the termination or revocation of such insurance are pending or threatened.

The authorized capital stock of the Holding Company consists of 30,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. Immediately following the consummation of the Conversion, the authorized, issued and outstanding shares of Common Stock of the Holding Company will be within the range set forth in the Prospectus under the caption “Capitalization,” and no shares of capital stock of the Holding Company have been issued prior to the Closing Date; the Shares, the Exchange Shares and the Foundation Shares have been duly and validly authorized for issuance, and when issued and delivered by the Holding Company pursuant to the Plan and, with respect to the Shares, against payment of the consideration calculated as set forth in the Plan, the Registration Statement and the Prospectus, will be duly and validly issued and fully paid and non-assessable, except for Shares purchased by the ESOP with funds borrowed from the Holding Company to the extent payment therefor in cash has been received by the Holding Company. Except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, the Shares, Exchange Shares and Foundation Shares will not, when issued, be subject to (i) any preemptive rights arising by operation of law or regulations, or under the Holding Company’s charter or bylaws, or pursuant to any agreement filed as an exhibit to the Registration Statement, or (ii) and, to such counsel’s knowledge, any liens, charges, encumbrances or other claims created by the Holding Company.

The Cullman Parties each have requisite corporate power and authority to enter into the Agreement and to consummate the transactions contemplated thereby and by the Plan. The execution and delivery of the Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Cullman Parties; and, assuming due execution and delivery by the Agent, this Agreement is a legal, valid and binding obligation of the Cullman Parties, enforceable against the Cullman Parties, in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of federally insured depository institutions or their holding companies, as applicable, (ii) general equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions or their holding companies, and (iv) applicable law or public policy with respect to the indemnification and/or contribution provisions contained herein and except that no opinion need be expressed as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Conversion Application and the Holding Company Application have been approved by the FRB; and no action has been taken, is pending or, to such counsel’s knowledge, is threatened to revoke any such authorization or approval. To the knowledge of such counsel no order has been issued by the SEC or the FRB or any other state or federal authority, to prevent the Conversion or the offer, sale or issuance of the Shares or the Exchange Shares or the contribution of the Foundation Shares, or to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted or, to the knowledge of such counsel, threatened by the SEC, the FRB, or any other federal or state authority; and,

The Plan and the contribution of the Foundation Shares to the Foundation has been duly adopted by the required vote of the directors of each of the Cullman Parties and, based solely on the applicable Certificate and Report of the Inspector of Election, by the required vote of the MHC’s members and the Mid-Tier Company’s stockholders.

All conditions imposed by the FRB in connection with its approval of the Conversion Application and the Holding Company Application have been satisfied in all material respects, other than any post-closing filings and submissions, and no further approval, registration, authorization, consent or other order of any federal or state regulatory agency is required of the Cullman Parties in connection with the execution and delivery of this Agreement, the consummation of the Conversion and the issuance of the Shares, the Exchange Shares and the Foundation Shares, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be rendered) and except as may be required under the rules and regulations of FINRA (as to which no opinion need be rendered).

The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus and any Permitted Free Writing Prospectus pursuant to Rule 424(b) or Rule 433 has been made within the time period required by Rule 424(b) or Rule 433; and, to the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the 1933 Act.

As of the approval date, the Conversion Application and the Holding Company Application complied as to form in all material respects with the requirements of applicable law and regulation including the requirements of the Conversion Regulations, the Control Act Regulations, HOLA and the regulations promulgated thereunder, as the case may be, except as waived or otherwise approved by the FRB (other than the financial statements, the notes thereto, and other tabular, financial, statistical, pro forma and appraisal data, and the business plan, included therein or omitted therefrom, as to which no opinion need be rendered); and provided that in passing upon the compliance as to form of the Conversion Application and the Holding Company Application, counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained therein except as otherwise expressly provided in such counsel’s opinion.

At the time that the Registration Statement, including the Prospectus, became effective, (A) the Registration Statement (as amended or supplemented, if so amended or supplemented) (other than the financial statements, the notes thereto, and other tabular, financial, statistical, pro forma, and appraisal data included therein or omitted therefrom, as to which no opinion need be rendered), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (B) the Prospectus (other

The terms and provisions of the shares of Common Stock of the Holding Company conform, in all material respects, to the description thereof contained in the Registration Statement, Prospectus and the General Disclosure Package, and the form of certificate used to evidence the Shares and attached as an exhibit to the Registration Statement complies in all material respects with the laws of the State of Maryland.

To such counsel’s knowledge, no action, suit or proceeding at law or in equity is pending or, to such counsel’s knowledge, threatened against or affecting any of the Cullman Parties or any of their properties before or by any court or governmental official, commission, board or other administrative agency, authority or body, or any arbitrator, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which is required to be disclosed in the Registration Statement or the Prospectus and is not so disclosed.

None of the Cullman Parties are required to be registered as an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, and, upon completion of the Conversion, the Offering and the sale of the Shares and issuance of the Exchange Shares, neither the Holding Company nor the Bank will be required to be registered as an “investment company” or an entity “controlled” by an “investment company” under the Investment Company Act of 1940.

To such counsel’s knowledge, none of the Cullman Parties is in violation of any written directive from the OCC or the FRB to make any material change in the method of conducting its respective business.

To such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Conversion Application, the Registration Statement, the General Disclosure Package or the Prospectus or required to be filed as exhibits to the Conversion Application and the Registration Statement that are not so filed or described as required. The description in the Conversion Application, the Holding Company Application, the Registration Statement, the General Disclosure Package and the Prospectus summarizing any such contracts, indentures, mortgages, loan agreements, notes, leases or other instruments described or referred to therein are accurate in all material respects and fairly present, in all material respects, the information required to be shown.

To such counsel’s knowledge, the Conversion has been effected by the Cullman Parties in all material respects in accordance with the Conversion Regulations, the Control Act, Regulations and the HOLA and all conditions precedent to the Conversion imposed by the FRB approvals issued thereunder, except to the extent that the FRB has specifically waived the Conversion Regulations, the Control Act Regulations or any conditions or requirements contained in such approvals.

To such counsel’s knowledge, none of the Cullman Parties is currently in violation of its articles of incorporation, charter or bylaws, as applicable, or in default or violation of any obligation, agreement, covenant, instrument or condition contained in any agreement filed as an exhibit to the Registration Statement, except for such defaults or violations which would not have a Material Adverse Effect. The execution, delivery and performance of the Agreement, the incurrence of the obligations therein set forth and the consummation of the transactions contemplated therein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the any of the Cullman Parties pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument filed as an exhibit to the Registration Statement, except any violation or conflict which would not have a Material Adverse Effect; and such action will not result in any violation of the provisions of the articles of incorporation, charter or bylaws, as applicable, of any of the Cullman Parties, or result in any violation of or conflict with any applicable federal or state law, act, or regulation, except any violation or conflict which would not have a Material Adverse Effect (except that no opinion with respect to the securities and Blue Sky laws of various jurisdictions or the rules or regulations of FINRA need be rendered).

The information in the Prospectus under the captions “Our Dividend Policy,” “Supervision and Regulation,” “Federal Taxation,” “The Conversion and Offering,” “The Cullman Foundation – Tax Considerations,” “Restrictions on Acquisition of New Cullman” and “Description of Capital Stock of New Cullman,” to the extent that such information constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is accurate in all material respects and fairly presents, in all material respects, the information required to be shown.

Each of the Cullman Parties has or will have the authority to transact its business in the State of Maryland. The activities of each Cullman Party prior to and following the Conversion as described in the Prospectus are permitted by the rules, regulations, and policies of the OCC and the FRB, as applicable.

The Plan complies in all material respects with the Conversion Regulations.