Equitable Financial Corp. – Underwriting Agreements Watch

from S-1/A 55 pages Equitable Financial Corp. (A Maryland-Chartered Stock Corporation) Up to 1,725,000 Shares (Subject to Increase Up to 1,983,750 Shares) Common Stock ($0.01 Par Value) Subscription Price $8.00 Per Share Agency Agreement May , 2015

from S-1 11 pages This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc. (“Kbw”) to Act as the Conversion Agent to Equitable Financial Corp. (Collectively With Any of Its Successors or Any New Stock Holding Company Formed to Effect the Second Step Stock Offering, the “Bank”) in Connection With the Bank’s Proposed Reorganization From the Mutual Holding Company Form to Full Stock Form of Organization Pursuant to the Bank’s Plan of Conversion and Reorganization (The “Conversion”), Including the Offer and Sale of the Common Stock (The “Common Stock”) of a Holding Company (The “Holding Company”) to Be Formed by the Bank to Eligible Persons in a Subscription Offering, With Any Remaining Shares Offered to the General Public in a Direct Community Offering And, Possibly, a Syndicated Community Offering (The Subscription Offering, Direct Community Offering, and Any Syndicated Community Offering Are Collectively Referred to Herein as the “Offerings”). the Bank and the Holding Company Are Collectively Referred to Herein as the “Company.” This Letter Agreement Sets Forth the Terms and Conditions of Our Engagement as Conversion Agent to the Company. 1. Conversion Agent Services as Conversion Agent, and as the Company May Reasonably Request, Kbw Will Provide the Following Services