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$7,500 upon execution of this Agreementto engage FFA’s appraisal services;

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$42,500 upon delivery of the initial appraisal report to the Company; and,

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$7,500 upon delivery of each updated appraisal report to the Company, excluding the final appraisal update.

1.

The Company agrees to supply FFA such information with respect to the Company’s business and financial condition as FFA may reasonably request in order for FFA to perform the appraisal services. Such information shall include, without limitation: annual financial statements, periodic regulatory filings, material agreements, corporate books and records, and such other documents as are material for the performance by FFA of the appraisal services.

2.

The Company hereby represents and warrants to FFA (i) that to its best knowledge, any information provided to FFA by or on behalf of the Company will not, at any relevant time, contain any untrue statement of a material fact or fail to state a material fact necessary to make the information or statements therein not false or misleading, (ii) that the Company will not use the product of FFA’s services in any manner, including in a proxy or offering circular, in connection with any untrue statement of a material fact or in connection with the failure to state a material fact necessary to make other statements not false or misleading, and (iii) that all documents incorporating or relying upon FFA’s services or the product of FFA’s services will otherwise comply with all applicable federal and state laws and regulations. 

3.

Any valuations or opinions issued by FFA may be included in its entirety in any communication by the Company in any regulatory application, proxy statement, or offering prospectus; provided that such valuation or opinion may not be disclosed in the prospectus, nor reproduced and distributed, nor may FFA be referred to in the prospectus without FFA’s prior written consent.

4.

FFA’s Valuation will be based upon the Company’s representation that the information contained in the Conversion application and additional information furnished to us by the Company and its independent auditors is truthful, accurate, and complete in all material respects. FFA will not independently verify the financial statements and other information provided by the Company and its independent auditors, nor will FFA independently value the assets or liabilities of the Company. The Valuation will consider the Company only as a going concern and will not be considered as an indication of the liquidation value of the Company.

5.

FFA’s Valuation is not intended, and must not be represented to be, a recommendation of any kind as to the advisability of purchasing shares of common stock in the Conversion. Moreover, because the Valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, FFA will give no assurance that persons who purchase shares of common stock in the Conversion will thereafter be able to sell such shares at prices related to FFA’s Valuation.

6.

The Company agrees to indemnify FFA and its affiliates and all persons employed by or associated with FFA or its affiliates against all claims, liabilities, and related expenses, as incurred, arising out of this engagement, unless, upon final adjudication, such claims, liabilities, and expenses are found to have resulted primarily from FFA’s gross negligence, bad faith or willful misconduct. No termination, completion, or modification hereof shall limit or affect such indemnification obligation. In the event FFA becomes aware of a claim or a possible claim arising out of this Agreement, it shall notify the Company as soon as possible. The Company will attempt to resolve the claim. In the event the Company is not able to resolve the claim, it has the option to retain legal counsel on behalf of FFA to defend the claim.

7.

The Company and FFA are not affiliated, and neither the Company nor FFA has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts, or net income for any period from transactions with the other. It is understood that FFA is not a seller of securities within the scope of any federal or state securities laws, and any report prepared by FFA shall not be used as an offer or solicitation with respect to the purchase or sale of any security, it being understood that the foregoing shall not be construed to prohibit the filing of any such report as part of the Application for Conversion or Securities and Exchange Commission and blue sky filings or customary references thereto in applications, filings, proxy statements, and prospectuses.

Yours very truly,

Feldman Financial Advisors, Inc.

Trent R. Feldman

President

Agreed to and Accepted by:

North Shore, MHC

By:

/s/Stephen G. Lear

Title:

CEO

Date:

7/21/21