In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[Q]: Exhibit 10.5

Execution Version

TRANSPORTATION SERVICES AGREEMENT

This Transportation Services Agreement (this Agreement) is made and entered into this 14t h day of April, 2015 (the Effective Date), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (Carrier), and MRD Operating LLC, a Delaware limited liability company (Shipper). Shipper and Carrier may be referred to individually as a Party, or collectively as the Parties.

WITNESSETH:

WHEREAS, Shipper has title to or the right to transport and/or sell Shipper Product (as defined below); and

WHEREAS, Shipper desires for Carrier to (i) design, engineer and construct the System (as defined below) to enable Carrier to be able to provide transportation and related services for Shipper Product and (ii) transport Shipper Product on the System; and

WHEREAS, Carrier desires to (i) design, engineer and construct the System and (ii) transport Shipper Product on the System.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the Parties hereby covenant and agree as follows:

ARTICLE I CERTAIN DEFINITIONS

Unless otherwise required by the content, the terms defined in this ARTICLE I shall have, for all purposes of this Agreement, the respective meanings set forth in this ARTICLE I:

Affiliate shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, control of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term Affiliate shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term Affiliate shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

AMI/MEA Agreement shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Shipper, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

Agreement shall have the meaning given to such term in the preamble of this Agreement.

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Applicable Law shall mean all applicable laws, statutes, directives, codes, ordinances, rules, regulations, municipal by-laws, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, ruling or award, consent orders, consent decrees and policies of any Governmental Authority.

Business Day shall have the meaning given to such term in the Tariff.

Carrier shall have the meaning given to such term in the preamble of this Agreement.

Carrier Default shall have the meaning given to such term in Section 8.3 of this Agreement.

Carrier Default Notice shall have the meaning given to such term in Section 8.4 of this Agreement.

Carrier Force Majeure shall mean an event of Force Majeure that prevents Carrier from providing all or part of the Services and shall not include a Force Majeure that prevents Shipper from delivering Shipper Product hereunder.

Central Clock Time shall mean Central Standard Time, as adjusted for Central Daylight Time.

Claims shall mean any and all claims, demands and causes of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys' fees).

Commencement Date shall have the meaning given to such term in Section 2.2 of this Agreement.

Commencement Date Facilities shall have the meaning given to such term in Section 7.2 of this Agreement.

Contract Year shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Commencement Date and ending at 9:00 a.m., Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

Day or Daily shall mean a period of hours commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

Dedicated Rates shall have the meaning given to such term in the Tariff.

Dedication shall have the meaning given to such term in Section 7.1 of this Agreement   2

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Delivery Point shall mean the delivery point at the interconnection of the System with DCP's 6 Black Lake natural gas liquids pipeline and other mutually agreeable delivery points near Ada, Bienville Parish, Louisiana as provided in the Tariff.

Dispute shall mean any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) arising out of or related to this Agreement (including any amendments or extension), or breach or termination thereof.

Dispute Notice shall have the meaning given to such term in Section 12.2 of this Agreement.

Effective Date shall have the meaning given to such term in the preamble to this Agreement.

FERC shall mean the United States Federal Energy Regulatory Commission and any lawful successor agency thereto.

Financial Assurance shall mean any Guarantee, letter of credit, amendment or supplement thereto or other credit enhancement provided for in ARTICLE XIII of this Agreement.

Force Majeure shall have the meaning given to such term in Section 11.2 of this Agreement.

Gallon means one (1) U.S. gallon.

Gas shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

Governmental Authority shall mean (i) the United States of America, (ii) any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America.

Guarantee shall have the meaning given to such term in Section 13.1 of this Agreement.

Interest shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or natural gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.   3

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Lincoln Parish Plant shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Arcadia, Lincoln Parish, Louisiana.

Losses shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorneys' fees, asserted by a third party not Affiliated with the Party incurring such, and which are incurred by the applicable indemnified Persons on account of injuries (including death) to any person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or arising out of the matters for which the indemnifying party has indemnified the applicable indemnified Persons.

Month shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first day of a calendar month and ending at 9:00 a.m., Central Clock Time on the first day of the next succeeding calendar month.

Mount Olive Plant shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Ruston, Lincoln Parish, Louisiana.

New Facility shall have the meaning given to such term in Section 7.3 of this Agreement.

Nomination (including Nominates and the syntactical variants thereof) shall have the meaning given to such term in the Tariff.

Parties shall have the meaning given to such term in the preamble of this Agreement.

Party shall have the meaning given to such term in the preamble of this Agreement.

Person shall mean any individual, firm, corporation, trust, partnership, limited liability company, association, joint venture, other business enterprise or Governmental Authority.

Plants shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Carrier or its Affiliate that is capable of extracting Shipper Product and transporting such Shipper Product from the tailgate of such plant to the System. Plant shall mean any of such Plants.

Product shall mean a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso- pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

Receipt Points shall mean the receipt points provided for in the Tariff at the tailgate of the Plants where Carrier accepts Product for transport on the System.

Services shall mean receipt and transportation on the System of Product for Shipper's account from the Receipt Points and delivery to the Destination Point specified in Shipper's Nomination.   4

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Shipper shall have the meaning given to such term in the preamble of this Agreement.

Shipper Default shall have the meaning given to such term in Section 8.1 of this Agreement.

Shipper Default Notice shall have the meaning given to such term in Section 8.2(a) of this Agreement.

Shipper Product shall mean Product that is attributable to Gas that is delivered by Customer or its designee to, and processed at, a Plant.

Shipper's Dedicated Rates shall have the meaning given to such term in Section 6.1 of this Agreement.

System shall have the meaning given to such term in the Tariff.

Tariff shall mean Carrier's rate, rules and regulations tariff for the System on file and in effect with the FERC or other Governmental Authority, as such tariff may be amended or supplemented by Carrier from time to time in accordance with this Agreement, a pro forma copy of which, materially in the form expected to be filed by Carrier with the FERC, is attached hereto as Exhibit A.

Tariff Rate Revision Proceeding shall have the meaning given to such term in Section 14.3.

Taxes shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction.

Term shall have the meaning given to such term in Section 2.1 of this Agreement.

Third Party Operator means an operator of a pipeline or other facility upstream or downstream of the System, other than Carrier or its Affiliates.

ARTICLE II TERM

2.1 Term. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the Term).

2.2 Commencement Date. The Commencement Date under this Agreement shall be the first day of the Month following the date Carrier notifies Shipper that (i) Carrier has obtained all required operating permits and/or approvals of regulatory authorities necessary to operate the System, (ii) the System is operational to the extent necessary to commence the   5

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Services hereunder, and (iii) the Delivery Point listed on Schedule A is operational and all necessary interconnect agreements with interconnecting pipelines necessary to deliver Shipper Product to such Delivery Point are in effect to the extent necessary to commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Shipper Product. Carrier will not be responsible for delays to the Commencement Date due to the action or inaction of Shipper or Third Party Operators.

ARTICLE III [RESERVED]

ARTICLE IV CARRIER RIGHTS AND OBLIGATIONS

4.1 Provision of Services. Subject to the terms and conditions of this Agreement, Carrier shall, commencing on the Commencement Date and continuing through the remainder of the Term of this Agreement, provide Services for Shipper Product in accordance with, and subject to, this Agreement, including the Tariff, which is incorporated herein by reference and constitutes part of this Agreement, expressly including provisions in the Tariff relating to the charges and rules and regulations applicable to Shipper as a party to this Agreement. This Section 4.1 shall not apply to Carrier during any period when Shipper is in breach of its obligations to Carrier under this Agreement or the Tariff. The Services do not include any terminaling, tankage or storage.

ARTICLE V SHIPPER RIGHTS AND OBLIGATIONS

5.1 Tariff. Shipper's nominations and tenders of Product for shipment, and Carrier's scheduling, acceptance, transporting, measuring and delivering of Product, shall, at all times, be subject to, and implemented in accordance with the Tariff. Shipper shall comply with the Tariff at all times. The Tariff is subject to amendment by Carrier in accordance with Section 15.1.

5.2 Shipper Reliance on Carrier Performance. All Shipper Product received at the Receipt Points for Services hereunder is deemed to be in compliance with all Product specifications set forth in the Tariff or Carrier shall waive such specifications to accept Shipper Product and all Shipper Product delivered to the Delivery Point hereunder shall be in compliance with all Product specifications set forth in the Tariff.

ARTICLE VI FEES

6.1 Transportation Rate. Shipper shall pay rates for Shipper Product transported on the System in accordance with the Tariff, which shall, to the extent permitted by Applicable Law, provide for the following:

  (a) For all Shipper Product transported on the System and delivered to a Delivery Point each Month, Shipper shall pay Carrier atransportation fee for such Month   6

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





  equal to the applicable Dedicated Rates, which shall initially be the rate(s) set forth in Schedule A attached hereto, and which shall be increased by Carrier annually, effective July 1 of each year following the Commencement Date, as provided in the Tariff (Shipper's Dedicated Rates).

6.2 Regulation Changes. Notwithstanding anything herein to the contrary, in the event that, after the Effective Date, any Governmental Authority promulgates, issues or changes any rules, regulations or other mandates that impose any material fee, charge or cost upon Carrier in connection with the performance of the Services performed hereunder, excluding normal fees, charges or costs that are incurred by Carrier irrespective of whether Carrier provides the Services on behalf of Shipper and excluding Taxes addressed in Article XVII, then Carrier may increase the then-effective Shipper's Dedicated Rates by up to ten percent (10%) to account for such fees, charges or costs (to the extent such fees, charges or costs are attributable to Shipper Product); provided, however, the cumulative effect of all such increases pursuant to this Section 6.2 may not exceed thirty percent (30%) of the initial Shipper's Dedicated Rates (as the same may be adjusted pursuant to the Tariff from time to time). If, in Carrier's reasonable judgment, an increase in Shipper's Dedicated Rates of more than ten percent (10%) would be required to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges or costs, Carrier may call for a meeting among the Parties' senior management to take place within thirty (30) Days of written notice to Shipper, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees, charges or costs. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of the senior management meeting, then Carrier may, in its sole discretion, terminate this Agreement without penalty by delivering Shipper written notice of Carrier's intent to terminate. Such termination shall be effective, at the option of Shipper, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Carrier delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that Shipper's Dedicated Rates for such twelve (12) Month period before such termination shall be increased to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Shipper shall exercise such option by delivery of written notice to Carrier of Shipper's election within ten (10) Business Days of receipt of Carrier's notice to terminate, provided that if Shipper has not responded to Carrier by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

Shipper shall be entitled to audit Carrier's applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Carrier shall promptly credit the amount of such discrepancy to Shipper, unless Carrier disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Article XII hereof.

6.3 Governmental Modifications. Notwithstanding anything herein to the contrary, the Parties acknowledge that the Tariff rates payable for all Services are subject to the approval of and modification by the FERC or any other Governmental Authority having jurisdiction.   7

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





ARTICLE VII DEDICATION & FACILITIES

7.1 Dedication. During the Term, subject to the terms of the AMI/MEA Agreement, Shipper dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the System for transportation hereunder, all Shipper Product (the Dedication); provided, however, if Carrier is unable to provide Services with respect to all or any volume of Shipper Product, then such volume will be temporarily released from the Dedication until Carrier provides Shipper written notice that Carrier will be able to resume receiving such volume hereunder. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Shipper's Product that must be delivered to the System hereunder; accordingly, Shipper shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Product to Carrier; provided, however, the foregoing sentence shall not reduce or eliminate Shipper's obligation to pay the fees provided herein to the extent Services are provided hereunder.

7.2 Commencement Date Facilities. Carrier shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, Carrier's System, including, without limitation, the facilities and equipment described on Exhibit B attached hereto (the facilities and equipment described on Exhibit B being collectively referred to as the Commencement Date Facilities).

7.3 Post-Commencement Date Facilities.

(a) After the Commencement Date, in connection with the construction of the Mount Olive Plant, Carrier will construct 13 miles of 8 pipeline between the Mount Olive Plant and the Lincoln Parish Plant, and a Receipt Point at the Mount Olive Plant.

(b) If after the Commencement Date, Shipper requires an addition, modification, alteration, replacement, or expansion of the System, other than as noted in Section 7.3(a) above (a New Facility), Shipper will provide Carrier a written notification of such requested New Facility containing sufficient information for Carrier to estimate the cost to provide such New Facility. Although Carrier shall have no obligation to provide a requested New Facility, Carrier may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.   8

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





ARTICLE VIII DEFAULTS AND REMEDIES

8.1 Shipper Defaults. Subject to Section 11.1 hereof, the following events shall be a Shipper Default:

(a) the occurrence and continuation of a material breach by Shipper of any of its obligations under this Agreement or the Tariff, unless such material breach occurs as a result of a breach or default by Carrier of its obligations under this Agreement or the Tariff; or

(b) the occurrence and continuation of a breach under ARTICLE XIII, Financial Assurances.

8.2 Remedies on Shipper Default.

(a) Upon becoming aware of the occurrence of a Shipper Default with respect to Shipper's obligations under this Agreement or the Tariff, Carrier may provide written notice to Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the Shipper Default Notice). If (i) a Shipper Default as described in Section 8.1(a) has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (ii) the Shipper Default comprises a default described in Section 8.1(b), then, in any such case, and in addition to Carrier's right to enforce the Financial Assurances and Carrier's other rights and remedies provided for in this Agreement, in the Tariff or under Applicable Law, Carrier shall not be obligated to transport Shipper Product and may suspend the provision of other Services to Shipper.

(b) If the Shipper Default continues for a period of ninety (90) or more Days, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, Carrier shall be entitled, by notice in writing to Shipper, to:

(1) terminate this Agreement, any such termination to be effective upon receipt of the applicable notice by Shipper, in which event Shipper shall be liable to Carrier for (i) all of its accrued obligations up to and including the effective date of termination, and (ii) any and all other losses and damages sustained by Carrier as a result of or arising out of such termination; and/or

(2) draw on any guaranty, letter of credit or other financial assurance provided by Shipper pursuant to ARTICLE XIII, Financial Assurances. If Carrier terminates this Agreement pursuant to Section 8.2(b) hereof, Carrier shall be entitled to apply the proceeds of such financial assurance to Shipper's obligations and Carrier's losses and damages referenced in this Section 8.2(b). In all other circumstances in which Carrier calls on any financial assurance provided by Shipper pursuant to   9

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





ARTICLE XIII, Financial Assurances, following a Shipper Default, Carrier shall be entitled to apply the proceeds to cure such Shipper Default, and to hold the remaining proceeds as additional security for the payment and performance of Shipper's obligations under this Agreement and the Tariff.

The rights and remedies under this Section 8.2(b) shall be in addition to all of Carrier's other rights and remedies under this Agreement or the Tariff or which Carrier may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Carrier of other rights or remedies.

8.3 Carrier Default. Subject to Section 11.1 hereof, the following event shall be a Carrier Default: the occurrence and continuation of a material breach or default by Carrier of any of its obligations under this Agreement or the Tariff, unless such material breach or default occurs as a result of a breach or default by Shipper of its obligations under this Agreement or the Tariff.

8.4 Remedies on Carrier Default. Upon becoming aware of the occurrence of a Carrier Default, Shipper may provide written notice to Carrier, describing the Carrier Default in reasonable detail and requiring Carrier to cure the Carrier Default (the Carrier Default Notice). If (a) a Carrier Default comprising Carrier's failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Carrier of a Carrier Default Notice, or (b) a Carrier Default comprising Carrier's failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within ninety (90) Days after receipt by Carrier of a Carrier Default Notice, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Carrier expeditiously commences to cure the same following its receipt of a Carrier Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Shipper may, by written notice to Carrier, inform Carrier of its intention to terminate this Agreement if such Carrier Default is not cured within a further ninety (90) Day period, and if any such Carrier Default has not been cured within such further period of ninety (90) Days, Shipper may, by written notice to Carrier, terminate this Agreement, any such termination to be effective upon receipt of such termination notice by Carrier.

The rights and remedies under this Section 8.4 shall be in addition to all of Shipper's other rights and remedies under this Agreement or the Tariff or which Shipper may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Shipper of other rights or remedies.

ARTICLE IX WARRANTY OF TITLE AND PRODUCT INTERESTS

9.1 Title Warranty. Shipper warrants to Carrier that at the time Shipper Product is delivered to a Receipt Point hereunder, Shipper will have good title or the right to deliver such Shipper Product, and that such Shipper Product shall be free and clear of all liens and adverse   10

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Shipper agrees, with respect to the Shipper Product delivered by to Carrier hereunder, to indemnify Carrier against all suits, actions, debts, accounts, damages, costs (including attorney's fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Shipper Product other than any lien, claim or encumbrance alleged to have arisen by, through or under Carrier or its Affiliate.

9.2 Proceeds of Production. Shipper agrees to make payment of all royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product delivered hereunder due to any Person under any leases or other documents in accordance with the terms thereof.

9.3 Indemnification. Shipper agrees to indemnify and hold Carrier harmless from any and all Claims and Losses incurred in connection with, or in any manner whatsoever relating to payment of Taxes, royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product transported hereunder.

ARTICLE X WAIVER OF CERTAIN DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THIS ARTICLE X SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

ARTICLE XI FORCE MAJEURE

11.1 Suspension of Obligations. In the event Carrier or Shipper is rendered unable, wholly or in part, by reason of Force Majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without   11

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such Force Majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, so far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.

11.2 Definition of Force Majeure. The term Force Majeure as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Carrier or Shipper is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of Third Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Product supply due to pricing considerations.

11.3 Termination Based on Carrier Force Majeure. If as a result of an event of Carrier Force Majeure, Carrier provides no Services to Shipper for a period of at least twelve (12) consecutive Months, either Party shall be entitled to terminate this Agreement by written notice to the other Party given at any time after the expiration of such twelve (12) Month period, but prior to the cessation of the applicable event of Carrier Force Majeure. Shipper's termination right under this Section 11.3 shall be subject to its compliance with Section 14.2 in connection with any certificates, approvals, authorizations and permits required by Carrier as a result of the event of Carrier Force Majeure.

ARTICLE XII DISPUTE RESOLUTION

12.1 Resolution of Disputes. Any Dispute shall be resolved pursuant to the provisions of this ARTICLE XII, which shall be the sole and exclusive procedures for the resolution of any   12

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





such Dispute. Any Party that fails to first attempt to resolve any Dispute using direct negotiations shall pay all legal and consulting fees and costs incurred by the other Party in any suit, action, or proceeding to enforce the terms of this ARTICLE XII. While the procedures in this ARTICLE XII are pending, each Party shall continue to perform its existing obligations under the Agreement to the extent those obligations are not the subject of the Dispute.

12.2 Dispute Notice. Prior to submitting any Dispute for resolution by a court, a Party shall provide written notice (a Dispute Notice) to the other of the occurrence of such dispute. The Dispute Notice shall contain (i) a concise statement describing the Dispute, including a description of its nature, circumstances and cause, (ii) an explanation of the basis and justification for the Dispute, including reference to any pertinent provision(s) of the Agreement, (iii) if applicable, the estimated dollar amount of the Dispute and how that estimate was determined, (iv) the claiming Party's desired resolution, and (v) any other information the claiming Party deems relevant.

12.3 Direct Negotiation. Commencing within thirty (30) Days after the Dispute Notice is received and concluding fifteen (15) Business Days thereafter, the authorized representatives of the Parties with decision-making authority shall meet in person in Houston, Texas (or in a place mutually agreed upon by the Parties to the Dispute) and confer, in good faith, to seek to resolve the Dispute raised in the Dispute Notice. If the Parties are unable to resolve the Dispute for any reason within such fifteen (15) Business Day period, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 12.3 shall not limit a Party's right to initiate litigation prior to the expiration of the time periods set forth in this Section 12.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.).

12.4 Jurisdiction and Venue. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or state court located in Harrison County, Texas.

12.5 Costs and Expenses. The prevailing Party in any litigation pertaining to any Dispute hereunder shall be entitled to recover its reasonable costs, expenses and attorney's fees in connection with such litigation.

12.6 Waiver of Jury Trial. The Parties hereby waive all rights to a trial by jury for any and all Disputes.

12.7 Confidentiality of Dispute Resolution.

(a) The Parties agree that any Dispute and any negotiations among the Parties in relation to any Dispute shall be subject to the confidentiality provisions of this Agreement.   13

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(b) The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations of any Dispute shall be subject to the confidentiality provisions of this Section 12.7. The Parties further agree that upon the request of the providing Party, any information, documents or materials produced by such Party for the purpose of negotiations of any Dispute shall be destroyed or returned to the providing Party within thirty (30) Days of the resolution of such Dispute or the issuance of a final decision with respect to such Dispute; provided, however, any confidential information (i) found in drafts, notes, studies and other documents prepared by or for the receiving Party or its representatives, or (ii) found in electronic format as part of receiving Party's off-site or on-site data storage/archival process system, will be held by the receiving Party or destroyed at the receiving Party's option.

(c) Without limiting the foregoing, the Parties agree that disclosure of confidential information may be made to third parties:

(1) In order to enforce any of the provisions of this Agreement or the tariff, including without limitation, any court judgment.

(2) Who consist of a Party's auditors, legal advisers, insurers or Affiliates.

(3) If the Party making such disclosure is under a legal or regulatory obligation to make such disclosure, but limited to the extent of such legal obligation.

(4) With the prior written consent of the other Party not making the disclosure.

(d) The Parties agree to submit to the jurisdiction of a court of competent jurisdiction located in Harris County, Texas for the purpose of any proceedings to enforce this Section 12.7 and, except as permitted under this Section 12.7(c), the receiving Party shall prevent any information, documents or materials belonging to a disclosing Party from being disclosed to third parties.

ARTICLE XIII FINANCIAL ASSURANCES

13.1 Financial Assurances. If Shipper has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Shipper, Carrier shall have the right to request and receive from Shipper adequate assurance of performance (Financial Assurance) which shall mean credit support in a form reasonably acceptable to Carrier and in an amount and for the term reasonably acceptable to Carrier. Any of the following shall be an acceptable form of credit support:

  (a) An irrevocable standby letter of credit from a bank satisfactory to Carrier;   14

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  (b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

  (c) A performance bond issued by a Person satisfactory to Carrier.

If the credit of Shipper's guarantor is satisfactory in Carrier's opinion, a demand for Financial Assurance can be satisfied with a guarantee issued on behalf of Shipper in a form acceptable to Carrier, but only for as long as the credit of Shipper's guarantor continues to be acceptable to Carrier. Carrier acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Shipper or its guarantor fail to provide Financial Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Carrier shall have the right to suspend performance under this Agreement until such time as Shipper furnishes Financial Assurance. For the avoidance of doubt, such suspension of performance by Carrier shall not relieve Shipper of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

If during the Term, Carrier has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Carrier, Shipper shall have the right to request and receive from Carrier adequate Financial Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Carrier furnishes Financial Assurance.

ARTICLE XIV DUTY TO SUPPORT

14.1 Arm's Length Negotiations. Each of the Parties acknowledges and agrees that this Agreement is the result of good faith, arm's length negotiations which have resulted in an agreement that is fair and equitable to Carrier and Shipper.

14.2 Shipper Support. Shipper hereby agrees, upon written request by Carrier provided at least ten (10) days prior to the deadline for such action: (a) to not object to Carrier's applications for necessary certificates, approvals, authorizations and permits of the FERC and Louisiana regulating bodies, if any, in relation to the System; (b) to not object to the Tariff rates calculated in accordance with the terms of this Agreement, and not take any action directly or indirectly that could be interpreted as evidence of Shipper's lack of support for such Tariff rates; and (c) to not object to the pro forma Tariff materially in the form attached as Exhibit A, in any and all regulatory proceedings relating thereto and not take any action or inaction that could be interpreted as evidence of Shipper's lack of support therefor; provided that nothing in the foregoing shall obligate Shipper to support future changes to the Tariff rates that are inconsistent with this Agreement, or prevent Shipper from opposing any position taken by Carrier before FERC and/or Louisiana regulating bodies that is inconsistent with this Agreement.   15

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14.3 No Tariff Rate Revision Proceedings. Each of the Parties further acknowledges that the setting of Tariff rates for the System is subject to the approval of, and potential modification by, the FERC, from time to time, and each of the Parties hereby agrees not to, directly or indirectly, commence or support any application, motion or other proceeding (a Tariff Rate Revision Proceeding) before the FERC for the purpose of requesting the FERC to set tariff rates applicable to the System which are inconsistent with this Agreement.

14.4 Third Party Proceedings. In the event of any Tariff Rate Revision Proceeding being commenced by a third party or by the FERC itself, and in the event of any other proceedings pursuant to which the Tariff rates for the System may be reviewed by the FERC or other Governmental Authority having jurisdiction, Shipper agrees to not object to the setting of Tariff rates applicable to the System that are consistent with this Agreement. In the event of any other proceedings challenging any of the terms of this Agreement being commenced by a third party or by the FERC itself, Shipper agrees to provide all reasonable support and cooperation in defending such terms or otherwise resolving the complaint or other challenge as shall be reasonably requested by Carrier.

ARTICLE XV  COMMON CARRIER AND COMPLIANCE WITH APPLICABLE LAWS

15.1 Common Carrier Pipeline. The System will be operated as a common carrier pipeline, and Shipper's rights hereunder shall be subject to all laws related to and governing the operation of common carrier pipelines, including, without limitation, laws and regulations that prevent discrimination in favor of any given shipper or the provision of service for consideration other than the rate set forth in a published tariff. The Tariff shall apply to the Services provided hereunder, and if there is a conflict between a provision of this Agreement and the Tariff, the Tariff shall apply. Carrier reserves the right to modify or amend the Tariff, in its sole discretion, as it deems necessary; provided, however, any such modification or amendment shall be consistent with this Agreement.

15.2 Compliance with Laws. Both Parties shall, in carrying out the terms and provisions of this Agreement, abide by all present and future laws of any Governmental Authorities.

ARTICLE XVI  ASSIGNMENT

16.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

16.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such   16

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Party or its Affiliates without the consent of the other Party, (iii) Carrier may assign this Agreement without Shipper's consent in connection with the sale or transfer of the System, and (iv) Shipper may assign or partially assign this Agreement without Carrier's consent in connection with the sale or transfer of all or part of Shipper's ownership interests in the wells (or in the lands upon which such wells are located) producing Gas from which the Product delivered hereunder is extracted, provided that such assignee has a credit rating reasonably acceptable to Carrier at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Shipper's and such transferee's combined obligations to Carrier shall be no greater than Shipper's obligations to Carrier prior to such transfer.

16.3 Collateral Assignments. Either Party may grant a lien or security interest in this Agreement to any Person as security in connection with arranging financing for such Party or any Affiliate of such Party (and each Party agrees to execute all consents, estoppels, waivers and other documents and instruments reasonable requested by any such Person).

ARTICLE XVII TAXES

Shipper shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Shipper Product. In the event Carrier is required to pay or remit any such Tax or surcharge owed by Shipper, Shipper shall reimburse Carrier for such Tax or surcharge pursuant to Carrier's invoice for the same. Shipper hereby agrees to indemnify, defend and hold harmless Carrier from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Carrier shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the System and Carrier's other facilities, including without limitation, Carrier's gas processing plants.

ARTICLE XVIII NOTICE AND STATEMENTS

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Carrier NOTICES AND CORRESPONDENCE:

PennTex North Louisiana Operating, LLC Attn: General Counsel 11931 Wickchester, Suite 300 Houston, Texas 77043 Fax: (832) 456-4050   17

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ACCOUNTING MATTERS:

PennTex North Louisiana Operating, LLC Attn: Vice President, Accounting 11931 Wickchester, Suite 300 Houston, Texas 77043 Fax: (832) 456-4050

Shipper NOTICES AND CORRESPONDENCE:

MRD Operating LLC c/o Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, TX 77002 Attn: General Counsel E-mail: kroane@memorialrd.com

with a copy to:

Attn: Director, Marketing & Midstream E-mail: Jeremy.bolander@memorialrd.com

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, upon completion of the transmission thereof, except that if such transmission is on any Day other than a Business Day, or on or after 4:00 p.m., Central Clock Time, such notice shall be deemed to be received on the next Business Day.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.   18

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ARTICLE XIX MISCELLANEOUS

19.1 Entire Agreement; Amendments. This Agreement and the Exhibits and Schedules hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings with respect thereto, and may be amended, restated or supplemented only by written agreement of the Parties. Notwithstanding the foregoing, the Tariff is subject to amendment by Carrier from time to time subject to Applicable Law and Section 15.1 hereof.

19.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.

19.3 No Drafting Presumption. No presumption will operate in favor of or against any Party as a result of any responsibility that any Party may have had for drafting this Agreement. Shipper and Carrier acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.4 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing signed by the Parties, and no such waiver shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of the Agreement, unless specifically so stated in such written waiver.

19.5 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto.

19.6 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.7 Survival. Notwithstanding the termination of this Agreement for any reason, (a) ARTICLE VI, ARTICLE VIII, ARTICLE IX, ARTICLE X, ARTICLE XII, ARTICLE XIV, ARTICLE XVII, ARTICLE XVIII and ARTICLE XIX shall survive the termination of this Agreement, and (b) each Party to this Agreement will be liable for all of its accrued obligations hereunder up to and including the date on which the termination becomes effective.

19.8 Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

19.9 Rules of Construction. In construing this Agreement, the following principles shall be followed:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;   19

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(b) the word includes and its syntactical variants mean includes, but is not limited to and corresponding syntactical variant expressions;

(c) the plural shall be deemed to include the singular and vice versa, as applicable;

(d) all references in this Agreement to an ARTICLE, Section, subsection, or Exhibit shall be to an ARTICLE, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise;

(e) unless the context otherwise requires, the words this Agreement, hereof, hereunder, herein, hereby, or words of similar import shall refer to this Agreement as a whole and not to a particular ARTICLE, Section, subsection, clause or other subdivision hereof; and

(f) each Exhibit and Schedule to this Agreement is attached hereto and incorporated herein as a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail, except as to any conflicts with the Tariff.

19.10 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, (i) the validity, legality and/or enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby and (ii) in lieu of such invalid, illegal or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to such invalid, illegal or unenforceable provision as may be possible and be legal, valid and enforceable.

19.11 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

19.12 No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement.

19.13 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Neither Party shall be bound until both Parties have executed a counterpart. Facsimile or other electronic copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

19.14 Confidentiality.

(a) Each Party agrees that it shall maintain all terms and conditions of this Agreement in confidence, and that it shall not cause or permit disclosure thereof without the express written   20

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consent of the other Party. The standard of care to be employed by each Party with respect to the other Party's confidential information shall be the standard of care employed by a reasonable person in protecting confidential information.

(b) Permitted Disclosures. Notwithstanding Section 19.14(a) of this Agreement, disclosures of any terms and provisions of this Agreement otherwise prohibited may be made by a Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a court, agency, or other governmental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third Person in connection with a proposed sale or other transfer of a Party's interest in this Agreement, provided such third Person agrees in writing to be bound by confidentiality terms no less restrictive than those set forth in this Section 19.14; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to a co-working interest owner or royalty owner of Shipper Product delivered hereunder, provided such co-working interest owner or royalty owner agrees in writing to be bound by the terms of this Section 19.14; (viii) to the extent any such terms or provisions become public information through no fault of any Party; or (ix) to a bank or other financial institution, and their agents and representatives, in connection with a Party arranging for funding.

(c) Notification. If a Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 19.14(b) (ii), (iii) or (iv) above, it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available.

(d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 19.14.

(e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 19.14 shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by applicable law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, NASDAQ Stock Market, or any other regulated stock exchange.   21

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[Signature page follows]   22

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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.   CARRIER:

PennTex North Louisiana Operating, LLC

By: /s/ Robert O. Bond

Name: Robert O. Bond

Title: Chief Operating Officer

SHIPPER:

MRD Operating LLC

By: Memorial Resource Development Corp., its sole member

By: /s/ Kyle Roane

Name: Kyle N. Roane

Title: Senior Vice President   Signature page to the Transportation Services Agreement (MRD Operating LLC)

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EXHIBIT A

TARIFF

(See Attached)

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

[PennTex North Louisiana Operating, LLC]

LOCAL TARIFF

CONTAINING RATES, RULES, AND REGULATIONS GOVERNING THE TRANSPORTATION OF NATURAL GAS LIQUIDS BY PIPELINE

The provisions published herein will, if effective, not result in an effect on the quality of human environment.

Filed in compliance with 18 C.F.R. § 342.2(a) (Establishing initial rates).

Request for Special Permission

Issued on [ ( )] day's notice under authority of 18 C.F.R. § 341.14. This tariff publication is subject to refund pending a 30-day review period.]   ISSUE DATE: [ ], 2015 EFFECTIVE DATE: [ ], 2015     Issued and Compiled by: [Contact name] [PennTex North Louisiana LLC] 11931 Wickchester Lane, Suite 300 Houston, TX 77043 [phone] [facsimile]

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   TABLE OF CONTENTS   SECTION I TABLE OF RATES   3

SECTION II RULES AND REGULATIONS   4

1. DEFINITIONS   4  2. COMMODITY   5  3. PRODUCT SPECIFICATIONS   5  4. IDENTITY OF PRODUCTS   7  5. NOMINATIONS AND SCHEDULING   7  6. NOMINATIONS IN EXCESS OF CAPACITY   8  7. MINIMUM TENDER   9  8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES   9  9. ORIGINATION FACILITIES  10  10. STORAGE OF PRODUCTS IN TRANSIT  10  11. DESTINATION FACILITIES  10  12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION  10  13. TITLE  11  14. RATES APPLICABLE  11  15. RATES APPLICABLE FROM INTERMEDIATE POINTS  11  16. PAYMENT OF TRANSPORTATION CHARGES  11  17. LIABILITY OF CARRIER  14  18. CLAIMS, SUITS, AND TIME FOR FILING  14  19. CONNECTION POLICY  14  20. COMMON STREAM - CONNECTING CARRIERS  14  21. DEDICATED RATES  15  22. INCENTIVE RATES  15    2

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FERC ICA OIL TARIFF   F.E.R.C. No. 1.0.0   SECTION I TABLE OF RATES

Uncommitted Rates

From [Note 1]   To [Note 2]

Uncommitted Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   $ 1.85

Dedicated Rates [Note 3]

From [Note 1]   To [Note 2]

Dedicated Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   $ 1.68

Incentive Rates [Note 4]

From [Note 1]   To [Note 2]

Monthly Volume in Barrels Per Day

Incentive Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   0 - 2,500 2,501 or greater   $ $ 1.68 1.47

Note 1: The receipt points are the PennTex processing plants in Lincoln Parish, Louisiana.

Note 2: The delivery point is the interconnection with Black Lake Pipeline Company near Ada, Bienville Parish, Louisiana.

Note 3: Dedicated Rates are applicable to a Dedicated Shipper as provided for in Item 21 of this Tariff.

Note 4: Incentive Rates are applicable to an Incentive Shipper as provided for in Item 22 of this Tariff.   3

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   SECTION II RULES AND REGULATIONS   1. DEFINITIONS:

Barrel means a barrel of forty-two (42) gallons, United States measurement at sixty (60) degrees Fahrenheit and zero (0) pounds per square inch gauge pressure.

Business Day means Monday through Friday of each week, excluding banking holidays.

Carrier means [PennTex North Louisiana Operating, LLC], a Delaware limited liability company.

Committed Volume means the volume of Product that an Incentive Shipper has committed to be transported on the System, or make a deficiency payment in connection therewith, for a number of years as mutually agreed upon in the Incentive Shipper's TSA.

Common Stream(s) means Product moved through the System that is commingled or intermixed with other Product in the System.

Consignee means the party to whom a Shipper has ordered the delivery of Product.

Dedicated Product means Product that a Dedicated Shipper has dedicated to be transported on the System but as to which Shipper has no obligation to make a deficiency payment, as mutually agreed upon in the Dedicated Shipper's TSA.

Dedicated Rates means the rates set out in Section I of this Tariff paid by a Dedicated Shipper pursuant to a TSA that has Dedicated Product.

Dedicated Shipper has the meaning set out in Item No. 21 of this Tariff.

Delivery Point means points on the System where Product is delivered to Shipper or its Consignee, as such points are specified by Carrier from time to time in this Tariff.

Incentive Rates means the rates set out in Section I of this Tariff paid by an Incentive Shipper pursuant to a TSA that has a Committed Volume.

Incentive Shipper has the meaning set out in Item No. 21 of this Tariff.

Nomination or Nominate means a written offer (in form and context specified by Carrier) made by a Shipper or its designee to Carrier of a stated quantity of Product for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

Product(s) means a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso- pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

Receipt Point means points where Product is received into the System, as such points are specified by Carrier from time to time in this Tariff.

Shipper means the party that contracts with Carrier for transportation of Products on the System in accordance with this Tariff.   4

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   System means Carrier's pipeline system and all related facilities necessary for Carrier to provide transportation service from the Receipt Points to the Delivery Points.

Tariff means Carrier's F.E.R.C. Tariff No. 1.0.0 or subsequent reissues thereof.

Tender or Tendered means an offer of delivery by a Shipper to Carrier of a stated quantity of Products for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

TSA means a Transportation Services Agreement executed by Carrier and a Shipper for transportation on the System.

Uncommitted Rate means the rate set out in Section I of this Tariff paid by a Shipper that is not an Incentive Shipper or a Dedicated Shipper.

  2. COMMODITY:

Carrier is engaged in the transportation of Product as defined herein and therefore will not accept any other commodity for transportation under this Tariff.

  3. PRODUCT SPECIFICATIONS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Shipper shall not Tender Product for transportation on the System unless the Product will be readily susceptible to transportation through the System, such Product will not adversely damage the Common Stream or the System, and such Product otherwise conforms to the specifications set forth in this Item No. 3.

  B. As a prerequisite to transportation on the System, Shipper's Product must also conform to the quality specifications of the connectingcarrier or facility at the Nominated Delivery Point.



C. Shipper shall perform applicable tests to ensure that the Product it Tenders to Carrier for delivery on the System conforms to the specifications set forth in this Item No. 3. Should spot samples, analyses, or any other test (including tests performed by Carrier) indicate that the Product Tendered or to be Tendered does not meet the specifications required by Carrier, Shipper agrees to stop delivery of such off-specification Product to Carrier until such time as it is determined by additional testing that the Product meets the definition of Product issued by Carrier.   5

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FERC ICA OIL TARIFF   F.E.R.C. No. 1.0.0

  D. The specifications set forth in this Item No. 3 shall apply to each Barrel of Shipper's Tender and shall not be limited to the compositesample of the Tender.       PRODUCT SPECIFICATIONS   MAXIMUM   TEST METHOD

1.  Composition:       Predominantly Ethane, Propane,       Butanes & Natural Gasoline     ASTM D-2163   (C5 Plus)       Methane   1.5% of Ethane1   ASTM D-2163   Total Olefins   None   ASTM D-2163   Total Fluorides   None   UOP 619

2.  Vapor Pressure:       At 100°F. PSIG   600   ASTM D-1267

3.  Corrosiveness:       Copper Strip at 100°F   1-b   ASTM D-1838

4.  Total Sulfur:       PPM by Weight in Liquid   150   ASTM D-3246

5.  Carbon Dioxide:       PPM by Weight   1000   GPA 2177

6.  Distillation:       End Point, °F   375   ASTM D-216

7.  Dryness:       Free Water   None   Visual

8.  Color:       Saybolt Number   Plus 25 (Minimum)   ASTM D-156



E. Carrier reserves the right to reject all Tenders or any part thereof and refuse transportation for such Tender, if Carrier determines, in its discretion, reasonably exercised, that Shipper has delivered Product that (i) does not conform to the quality specifications set forth in this Item No. 3, (ii) is not merchantable, (iii) is not readily acceptable for transportation through the System, (iv) would otherwise adversely affect the System or other Products on the System, and/or (v) would, in Carrier's sole judgment, expose employees of Carrier or the System to an undue risk of harm or property damage.

  F. In the event Shipper delivers Product to the System that does not meet, individually and collectively, the quality specifications set forth in this Item No. 3, Carrier may exclude such Shipper from further entry into applicable segments of the System until such time as the Shipper returns the quality of its Product to a level satisfactory to Carrier.   1  Methane in excess of limits stated herein, as measured on each Shipper's individual plant stream, shall be considered as contaminant and product so contaminated will not be received by Carrier. However, it is recognized that product so contaminated may be received by Carrier without Carrier's knowledge. During any period in which Shipper's product exceeds the specification, at Carrier's option, Carrier shall have the right to deduct the methane content in excess of the specification from Shipper's desired volume, but Shipper will nevertheless be required to pay the tariff rate on total volume of methane shipped.   6

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



G. Carrier is not responsible for monitoring receipts or deliveries for contaminants. Further, Carrier reserves the right to dispose of any contaminated Product on the System. Disposal thereof may be made in any reasonable manner including but not limited to commercial sales. Any liability associated with the contamination or disposal of any Products shall be borne by Shipper introducing the contaminated Products into the System. Shipper liability includes, but is not limited to, claims from other Shippers, carriers, or users of the contaminated Products and the costs of any regulatory or judicial proceeding.



H. If Product received by Carrier does not meet the quality specifications set forth in this Item No. 3, Carrier reserves the right to charge the Shipper the greater of (i) the actual costs and expenses incurred by Carrier to treat, handle, or otherwise dispose of all such contaminated Product, or (ii) a one-hundred (100) cents per Barrel charge for the volume of contaminated Product transported by Shipper (Off-Spec Penalty). If a composite sample, spot sample, or the results of any other test demonstrates that a Shipper's Product delivered to Carrier fails to meet the quality specifications set forth in this Item No. 3, the total penalty will be assessed by multiplying the Off-Spec Penalty by the total volume of Shipper's Product (in barrels) received by Carrier during the ticket period when Carrier received the contaminated Product.

  4. IDENTITY OF PRODUCTS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Carrier shall not be liable to Shipper for changes in gravity or quality of Shipper's Products that may occur from commingling or intermixing Shipper's Products with other Products in the same Common Stream while in transit. Carrier is not obligated to deliver to Shipper the identical Product nominated by Shipper; Carrier will deliver the Product it is regularly transporting as a Common Stream.

  B. Carrier shall have no responsibility in, or for, any revaluation or settlements that may be deemed appropriate by Shippers and/or Consignees because of mixing or commingling of Products between the receipt and delivery of such shipments by Carrier within the same Common Stream.

  C. Carrier shall not be required to transport Product except with reasonable diligence, considering the quality of the Product, the distanceof transportation and other material elements. Carrier cannot commit to delivering Product to a particular destination, at a particular time.

  5. NOMINATIONS AND SCHEDULING:



A. Product for shipment through the System will be received only on a properly executed Nomination from Shipper or its designee showing the Receipt Point at which the Product is to be received, the Delivery Point of the shipment, Consignee (if any), and the amount of Product to be transported. Carrier may refuse to accept Product for transportation unless satisfactory evidence is furnished that Shipper or Consignee has made provision for prompt receipt thereof at the Delivery Point. Carrier shall not be obligated to accept Product for transportation during any calendar month, unless Shipper or its designee makes such Nomination to Carrier in writing on or before 9:00 a.m., prevailing Central Time of the tenth (10t h) Business Day immediately preceding the first day of the month during which the transportation under the Nomination is to begin.   7

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

  B. Carrier may refuse to accept Product for transportation where Shipper or Consignee is not in compliance with other provisions of this Tariff or where Shipper or Consignee has failed to comply with all applicable laws, rules and regulations made by any governmental authorities regulating shipments of Products.

  C. Unless Shipper and Carrier have agreed otherwise in a TSA, Carrier reserves the right to control in its discretion the component distribution in the Product tendered by Shipper or its designee, in order to achieve maximum operating efficiency of Carrier's facilities and optimum utilization of total transportation capacity. Carrier shall use reasonable judgment in exercising that discretion.



D. The rate at which Product is delivered to Carrier and redelivered from Carrier will be determined by Carrier's transportation and redelivery obligations to its shippers and by the necessity of economical use and efficient operation of Carrier's facilities, which shall be determined by Carrier in the exercise of its reasonable judgment. Carrier will assume no liability for its inability to maintain schedules or comply with Shipper's redelivery requests when caused by operational or scheduling problems, excess demand, delays and other problems encountered in pipeline operations.

  6. NOMINATIONS IN EXCESS OF CAPACITY:

When there is offered to Carrier quantities of Product greater than can be transported on the System, Carrier shall allocate the available transportation capacity on the System (Available Capacity). Allocation will be given as a daily or monthly volume, at Carrier's discretion, and will be calculated for the calendar month.

New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.

Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers. Each individual Historical Shipper's entitlement will be based on (i) the average monthly volumes of the Historical Shipper's Representative Period, based on the greater of the volumes transported or paid for during each month of the Representative Period or (ii) for an Incentive Shipper, based on the Incentive Shipper's Committed Volume on a yearly basis.

The remaining ten percent (10%) of the Available Capacity shall be allocated on a prorata basis to New Shippers. Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.

The Carrier will repeat this allocation process until all of the Available Capacity has been allocated.

Allocation will not be transferred. With agreement of the Shippers concerned, historical volume will be transferred under the following conditions:

  •   No commercial transaction occurs between the participating shippers with regard to historical volumes.

  •   The transfer is irrevocable.

  •   The request to transfer must be the result of an unusual situation as may be reasonably determined by Carrier.   8

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   For the purposes of this Item No. 6:

  •   New Shipper means a Shipper that is not a Historical Shipper.

  •   Historical Shipper means a Shipper that has shipped, or paid for the shipment of, Product on the System during theRepresentative Period.

  •   Representative Period means a consecutive twelve (12) month period, beginning thirteen (13) months prior to the month beingallocated and excluding the month preceding the month of allocation.

  7. MINIMUM TENDER:

Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels. The term single delivery as used herein means a delivery of Product in one continuous operation to one or more Consignees into a single facility, furnished by such Consignee or Consignees, to which Carrier is connected.

  8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES:



A. Carrier or its representative will measure and test all Product Tendered for transportation prior to its receipt and may measure and test such Product at any time thereafter. Shipper or Consignee may be present or represented at the gauging and testing. Quantities shall be determined in accordance with applicable A.P.I. Manual of Petroleum Measurement Standards and applicable Gas Processors Association procedures.



B. Any overage or shortage not due to the negligence of Carrier, including losses resulting from shrinkage, evaporation, other physical Product loss and interface mixture in any calendar month, will be allocated on a monthly accrual basis among Shippers in the proportion that the total number of Barrels delivered from the entire System for each Shipper bears to the total number of Barrels delivered from the entire System for all Shippers.



C. Carrier may require Shipper to furnish a certificate setting forth in detail the specification of each shipment of Product offered for transportation hereunder, and Shipper shall be liable for any contamination or damage to other Product in Carrier's custody or to the System or other Carrier facilities caused by failure of the Product Tendered to meet the specifications stated in Shipper's certification. Carrier may, but shall not be required to, sample and/or test any shipment prior to acceptance or during receipt of shipment, and, in the event of variance between the specifications contained in said certificate and the specifications indicated by Carrier's test, Carrier's test result shall prevail and be used to determine whether the shipment meets Carrier's specifications. Shipper or Consignee may be present or represented at such measuring and testing.

  D. A representative of Carrier shall have the right to enter upon the premises where Shipper's Product is received or delivered and have access to any and all storage receptacles or meters for the purposes of measuring and testing and to make any examination, inspection, measurement or test required.

  E. All measurements and tests performed by Carrier shall be deemed final and determinative unless Shipper presents appropriatedocumentation to contest such measurements and/or tests within forty-five (45) days of receipt.   9

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   9. ORIGINATION FACILITIES:

With respect to the Receipt Point, and any additional Receipt Points (if Carrier determines that it will offer connections beyond those contemplated in this Tariff): (1) Products will be received only from pipelines or plant facilities that are provided by Shipper or Shipper's designee, or a connecting carrier; (2) Carrier will determine and advise Shippers of the size and capacity of pipelines and tanks to be provided at the Receipt Point to meet the operating conditions of Carrier's facilities at such point; (3) Carrier will not accept Products for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion; and (4) The cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

  10. STORAGE OF PRODUCTS IN TRANSIT:

Carrier is under no obligation to provide storage.

  11. DESTINATION FACILITIES:

Carrier will accept Products for transportation only when Shipper or Consignee has provided the necessary facilities for taking delivery of the shipment as it arrives at the Delivery Point. Carrier will not accept Product for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion. Unless otherwise agreed in a TSA between Carrier and Shipper, the cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

  12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION:

After a shipment has had time to arrive at destination, Carrier may begin delivery of such shipment from its common stock to Shipper or Consignee at Carrier's current rate of pumping. Shipper shall timely remove Product, or cause Product to be removed, from the System following transportation to a Nominated Delivery Point. If Shipper or Consignee is unable or refuses to receive said shipment, a demurrage charge of one dollar ($1.00) per Barrel per twenty-four (24) hours shall accrue from the time said notice expires on that part of such shipment which is not received by Shipper or Consignee. In addition to such demurrage charge, Carrier shall have the right to make such disposition of unremoved Product as is necessary for the efficient operation of the System, and Shipper shall pay Carrier all charges associated with such disposition the same as if Shipper had authorized such, together with any associated additional costs and damages borne or incurred by Carrier. Shipper shall indemnify Carrier for all losses associated with unremoved Product and Carrier's disposition of unremoved Product. Carrier shall have no liability to Shipper associated with Shipper's unremoved Product or Carrier's disposition of unremoved Product.

  13. TITLE:

Carrier may require of Shipper satisfactory evidence of its perfected and unencumbered title of any Product Tendered for shipment on the System. Carrier shall have the right to reject any Product, when Tendered for transportation, that may be involved in litigation, the title of which may be in dispute, or which may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between Carrier and Shipper).

At the time of Nomination, Shipper shall inform Carrier if any Product Nominated and/or to be Tendered to Carrier for transportation (i) may be involved in litigation, (ii) may be subject to a title dispute, or (iii) may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between   10

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   Carrier and Shipper) (Encumbered Product). In the event Carrier receives such Shipper notice of Encumbered Product or otherwise learns that Shipper has or will Nominate or Tender Encumbered Product, Carrier may require Shipper to provide a satisfactory indemnity bond, pre- payment of transportation charges, or a subordination agreement from the applicable lienholder, all to be determined in Carrier's sole discretion. Shipper agrees to hold Carrier harmless for any and all loss, cost, liability, damage and/or expense resulting from failure of title thereto; provided that acceptance for transportation shall not be deemed a representation by Carrier as to title.

  14. RATES APPLICABLE:

Product accepted for transportation shall be subject to the rates in effect on the date of receipt by Carrier, irrespective of the date of the Nomination.

  15. RATES APPLICABLE FROM INTERMEDIATE POINTS:

For shipments accepted for transportation from any point not named in this Tariff making reference hereto which is intermediate to a point from which rates are published in said tariffs, through such unnamed point, the rate published therein from the next more distant Receipt Point specified in the tariff will apply from such unnamed point. For shipments accepted for transportation to any point not named in tariffs making reference hereto which is intermediate to a point to which rates are published in said tariffs, through such unnamed point, the rate published therein to the next more distant Delivery Point specified in the tariff will apply. Continuous use of intermediate point rate application for more than thirty (30) days requires establishment of a rate for the transportation service.

  16. PAYMENT OF TRANSPORTATION CHARGES:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Shipper or Consignee shall pay, as provided below, all applicable transportation and other charges (including any deficiency paymentsset out in a TSA) accruing on Products handled by Carrier.

  B. All payments are due on the later of: (1) within fifteen (15) days of receipt of the invoice; (2) the twenty-seventh (27th) of the month following receipt of the invoice, or; (3) if the twenty-seventh (27th) of the month following receipt of the invoice is not a Business Day, on the next Business Day thereafter.



C. Unless provided otherwise in a TSA between Carrier and Shipper, if any charge remains unpaid after the due date, then such amount due may bear interest from the day after the due date until paid, calculated at an annual rate equivalent to the greater of (1) one percent (1%) or (2) the maximum rate allowed by law. In addition, Shipper shall pay all documented costs incurred by Carrier to collect any unpaid amounts, including reasonable attorney fees and costs incurred by Carrier.



D. In the event Shipper fails to pay any such charges when due, Carrier shall not be obligated to provide Shipper access to the System or provide services pursuant to this Tariff until such time as payment is received by Carrier and Shipper meets the requirements of the following paragraph. In addition, in the event Shipper fails to pay any such charges when due, Carrier shall have the right to set off such amounts owed and future amounts owed against any amounts Carrier owes Shipper.   11

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



E. All prospective shippers shall, twenty-five (25) days prior to making their first Nomination, provide information to Carrier that will allow Carrier to determine the prospective shipper's capacity to perform any financial obligations that could arise from the transportation of that prospective shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative balance positions. At any time, upon the request of Carrier, Shipper shall, within ten (10) days of such request, provide information to Carrier that will allow Carrier to determine Shipper's capacity to perform any financial obligations that could arise from the transportation of that Shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative Shipper balance positions. Carrier shall not be obligated to accept Product for transportation from any Shipper or prospective shipper if such Shipper or prospective shipper fails to provide the requested information to Carrier within the time periods set forth herein, or if Carrier's review of the requested information reveals that such Shipper or prospective shipper does not have the capacity to perform any financial obligations that could arise from the transportation of its Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the reasonably determined value of any loss allowance, and any negative balance positions.

  F. Subject to the provisions of Item No. 16(G), Carrier upon notice to Shipper or prospective shipper, may require one or more of the following financial assurances for the payment of all charges and costs as provided for in this Tariff, or otherwise lawfully due to Carrier to be provided at the expense of such Shipper or prospective shipper:



i. payment security by wire transfer in an amount equal to two and a half months of transportation charges based on Shipper's or prospective shipper's likely actual shipments for the production month for each applicable line segment. For purposes of this rule, a prospective shipper's likely actual shipments will be based on the anticipated shipments listed in such prospective shipper's shipper application; or

  ii. a letter of credit in favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonablyaccrue due to Carrier in a form and from an institution acceptable to Carrier; or

  iii. a guaranty from a guarantor acceptable to Carrier.



G. In the event that Carrier reasonably determines that: (i) any Shipper's financial condition is or has become impaired or unsatisfactory; (ii) any financial assurances previously provided by Shipper no longer provide adequate security for the performance of such Shipper's obligations that could arise from the transportation of its Product under the terms of this Tariff; or (iii) Carrier otherwise determines that it is necessary to obtain financial assurances from any Shipper or prospective shipper, then such Shipper or prospective shipper shall provide financial assurances for the payment of the charges and costs as provided for in this Tariff or otherwise lawfully due to Carrier relating to the transportation of such Shipper's or prospective shipper's Product by Carrier. For the purpose of this Tariff, and without limiting the generality of the charges and costs lawfully due to Carrier relating to the transportation of Shipper's Product, those charges and costs shall include transportation charges, equalization obligations, any negative Shipper balance positions, and any loss allowance.   12

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



H. Any financial assurances received by Carrier in accordance with Item No. 16(F)(i) shall be retained by Carrier in a non-interest-bearing escrow account until such time as Carrier determines that the Shipper or prospective shipper that provided such Financial Assurance is capable of performing its financial obligations to Carrier. Within ten (10) business days of such a determination by Carrier, the Financial Assurance provided in accordance with Item No. 16(F)(i) shall be returned to such Shipper or prospective shipper.



I. Carrier shall have a self-executing lien on all Products delivered to Carrier to secure the payment of any and all charges that are owed to Carrier. Such lien shall survive delivery of Products to Shipper. Such lien shall extend to all Products in Carrier's possession beginning with Shipper's first receipt of transportation or other services from Carrier. The lien provided herein shall be in addition to any lien or security interest provided by this Tariff, statute or applicable law. Carrier may withhold delivery to Shipper of any of Shipper's Products in its possession and exercise any other rights and remedies granted under the applicable tariffs or existing under applicable law until all such charges have been paid as provided above.



J. If Shipper fails to pay an invoice by the due date, Carrier will notify Shipper of the failure, and if Shipper has not remedied the failure within thirty (30) days following receipt of notice from Carrier, in addition to any other remedies under this Tariff or under applicable law, Carrier shall have the right, either directly or through an agent, to sell any Products of such Shipper in Carrier's custody at public auction, on any day not a legal holiday, not less than forty-eight (48) hours after publication of notice of such sale in a daily newspaper of general circulation published in the town, city, or general area where the sale is to be held, stating the time and place of sale and the quantity and location of the Products to be sold. At said sale, Carrier shall have the right to bid, and, if it is the highest bidder, to become the purchaser. The proceeds of any sale shall be applied in the following order: (1) To the reasonable expenses of holding, preparing for sale, selling, and to the extent allowed by law, reasonable attorney's fees and legal expenses incurred by Carrier; and (2) To the satisfaction of Shipper's indebtedness including interest herein provided from the date payment is due. The balance of the proceeds of the sale remaining, if any, shall be paid to Shipper or, if there is a dispute or claim as to entitlement, held for whoever may be lawfully entitled thereto. Carrier will have a claim for and against Shipper with respect to any deficiency arising from the debt due to Carrier from Shipper and the proceeds of any sale after reduction as set forth above.

  17. LIABILITY OF CARRIER:

Carrier shall not be liable for, and Shipper hereby waives any claims against Carrier for, any loss or damage to Products prior to the delivery of Products at the Receipt Point(s) and after delivery of Products at the Delivery Point(s).

  18. CLAIMS, SUITS, AND TIME FOR FILING:

As a condition precedent to recovery by Shipper for loss, damage, or delay in receipt or delivery of Shipper's Products for which Carrier may be responsible, Shipper's claim must be filed in writing with Carrier within nine (9) months after delivery of the affected Products, or, in case of Carrier's failure to make delivery of Shipper's Products, then within nine (9) months after a reasonable time for delivery has elapsed; and suits shall be instituted against Carrier only within two (2) years and one (1) day from the day when notice in writing is given by Carrier to Shipper that Carrier has disallowed the claim or any part or parts thereof specified in the notice. Where claims are not filed or suits are not instituted by Shipper on such claims in accordance with the foregoing provisions, such claims will not be paid and Carrier will not be liable.   13

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   19. CONNECTION POLICY:

If Carrier determines that it will offer connection service, this Item No. 19 shall apply. In that event, (1) Carrier will only consider connections to the System that are made by formal written application to Carrier, in accordance with Carrier's connection policy; (2) All connections will be subject to design requirements necessary to protect the safety, security, integrity and efficient operation of the System in accordance with generally accepted industry standards; and (3) Acceptance of any request for connection will be within the sole discretion of Carrier and will be subject to compliance with governmental regulations.

  20. COMMON STREAM - CONNECTING CARRIERS:



A. When receipts from and/or deliveries to a connecting carrier of substantially the same grade of Product are scheduled at the same interconnection or at interconnections along the same pipeline system, Carrier reserves the right, with cooperation of the connecting carrier, to offset like volumes of such Common Stream Product in order to avoid capacity constraints or the unnecessary use of energy which would be required to physically pump the offsetting volumes. When this right is exercised, Carrier will make the further deliveries for Shipper involved from its Common Stream Product.

  B. Sediment, water and quality limitations of a connecting carrier may be imposed upon Carrier. When such limitations of the connectingcarrier vary from that of Carrier, the limitations of the connecting carrier will be enforced.

  21. DEDICATED RATES

A shipper who has executed a TSA that has Dedicated Product shall be referred to herein as a Dedicated Shipper. As provided in its TSA, a Dedicated Shipper shall be entitled to the applicable Dedicated Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.

  22. INCENTIVE RATES

A shipper who has executed a TSA that has a Committed Volume shall be referred to herein as an Incentive Shipper. As provided in its TSA, an Incentive Shipper shall be entitled to the applicable Incentive Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.   14

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





EXHIBIT B

COMMENCEMENT DATE FACILITIES

Pipeline Facilities

  •   27 miles of 10 pipeline between the Lincoln Parish Plant and the Delivery Point

Delivery Point

  •   DCP Black Lake Pipeline

Receipt Point

  •   Lincoln Parish Plant (owned by Carrier or its Affiliate)

  •   Mount Olive Plant (owned by Carrier or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





SCHEDULE A

RECEIPT POINTS, DELIVERY POINT, AND RATES

Receipt Points   Delivery Point   Dedicated Rate   Lincoln Parish Plant Mount Olive Plant   DCP Black Lake Ada, LA   $ 1.68

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.


[Q]: Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (Agreement) effective as of this 1st day of March 2020 is hereby entered into between Gunston Consulting, LLC (CONSULTANT), a Virginia limited liability company, and Medalist Diversified REIT, Inc. (REIT or the Company), a Maryland corporation, collectively the Parties. NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Parties hereby agree as follows: 1. Consulting Services. REIT hereby retains CONSULTANT and CONSULTANT hereby accepts appointment to serve as an independent contractor to the Company. During the term of this Agreement, CONSULTANT shall consult with REIT and provide the services outlined in the attached Statement of Work in a timely and professional manner in accordance with industry standards. CONSULTANT further agrees that it will not assign the responsibilities set forth in the attached Statement of Work to any other CONSULTANT, subcontactor or other individual without the express written agreement of the Company's Chief Executive Officer. 2. No Control by the Company. The Parties agree that CONSULTANT shall use its own judgment as to the time, place, details, and means by which CONSULTANT will accomplish the results of CONSULTANT's services under this Agreement, that CONSULTANT is not required to work set hours of the day or week established by the Company or perform specific services in a sequence determined by the Company, and that nothing contained herein shall be construed to create the relationship of employer and employee between the Company or CONSULTANT; provided, however, that CONSULTANT is expected to provide the services contemplated by this Agreement in a timely and competent manner in order to meet the needs and expectations of the Company. 3. Independent Contractor. The Parties expressly intend and agree that CONSULTANT is acting as an independent contractor and not as an employee of REIT. Under no circumstances shall CONSULTANT look to REIT as its employer, or as a partner, agent, or principal. CONSULTANT has no right or authority to act as an agent of REIT or for or on behalf of the Company in any capacity whatsoever or to assume or create any obligation of any kind - express or implied - on behalf of REIT. 4. Compensation and Reimbursement. CONSULTANT shall be compensated and reimbursed for the services as set forth in the attached Statement of Work. Completeness of work product shall be determined by REIT in its sole discretion, and CONSULTANT agrees to make all revisions, additions, deletions or alterations as requested by the Company. No other fees and/or expenses will be paid to CONSULTANT, unless such fees and/or expenses have been approved in advance by the appropriate Company executive. CONSULTANT shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation.

1





5. Confidentiality. 5.1 Acknowledgment of Proprietary Interest. REIT now owns and will hereafter develop, compile, and own certain Proprietary Information, including proprietary techniques, trade secrets, and confidential information, which have great value in its business. As used herein, the term Proprietary Information includes any and all of REIT's confidential or proprietary information, including without limitation, the existence of, and the terms of, this Agreement, any and all confidential information of REIT encompassed in any and all reports, designs, devices, diagrams, software codes, test results, processes, research products and product development, technical memoranda and correspondence, work in progress, plans, proposals, marketing and sales information and data, financial projections, cost summaries, pricing formula, and all concepts or ideas, materials or information related to the business, products, or properties of REIT or REIT's tenants, suppliers, employees or contractors, which has not previously been released to the public at large by duly authorized representatives of REIT, whether or not such information would be enforceable as a trade secret or the copying of which would be enjoined or restrained by a court as constituting unfair competition, and any Work Product, as defined in Section 6 of this Agreement, developed or created by the CONSULTANT. CONSULTANT acknowledges and agrees that any and all Proprietary Information of REIT is the property of REIT. 5.2 Covenant Not to Divulge Proprietary Information. CONSULTANT acknowledges and agrees that REIT is entitled to prevent the disclosure of Proprietary Information of REIT. CONSULTANT agrees that at all times during or subsequent to the performance of the consulting services under this Agreement, CONSULTANT will keep confidential and will not divulge, communicate, or use Proprietary Information, except for CONSULTANT's own use during the Term of this Agreement to the extent necessary to perform the consulting services. CONSULTANT further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Proprietary Information from REIT's principal place of business, without prior approval of the Company. CONSULTANT shall disseminate Proprietary Information only to those employees of CONSULTANT with a special need to know such Proprietary Information. CONSULTANT warrants that such employees shall be informed of the proprietary nature of the Proprietary Information and shall be bound by this Agreement in the same manner that CONSULTANT is bound. 5.3 No Licenses. No rights or licenses in or to the Proprietary Information of REIT are granted to CONSULTANT by virtue of this Agreement. 6. Intellectual Property, Inventions and Patents. CONSULTANT acknowledges that CONSULTANT's rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by CONSULTANT (whether alone or jointly with others) while under contract with the Company, whether before or after the date of this Agreement (Work Product), belong to the Company. CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company's expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as works made for hire under the U.S. Copyright Act of 1976, as amended, shall be deemed works made for hire and that the Company shall be the author of, and own all rights therein. To the extent that any such copyrightable work is not a work made for hire, CONSULTANT hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. The foregoing provisions of this Section 6 shall not apply to any invention that CONSULTANT developed entirely on CONSULTANT's own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by CONSULTANT for the Company.

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7. Restrictive Covenants. 7.1 Solicitation of Employees. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not, for itself or any other person or entity: (a) solicit, induce, recruit or encourage any of the Company's employees, contractors, independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company; (b) hire any individual who is (or was within the six (6) months immediately preceding such hiring, unless such employee was terminated from such employment by Company) an employee, exclusive contractor, or exclusive independent contractor of the Company; or (c) attempt to do any of the foregoing. 7.2 Solicitation of Customers. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) solicit, entice or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (b) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company. As used in this Section 7.2, Customer means any person or entity to which the Company provided products or services, including any tenants of the Company's properties, (or was invested in real estate owned by the Company), and with which CONSULTANT had contact on behalf of the Company, within the last twelve (12) months of its consultancy with the Company.

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7.3 Noncompetition. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) have any ownership interest in, or participate in the financing, operation, management or control of, any Competitor; or (b) engage in or perform services for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services CONSULTANT performed for the Company during its consultancy with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which CONSULTANT was involved during its consultancy with the Company or about which it received Proprietary Information during its consultancy with the Company. As used in this section, Competitor means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in Virginia or any other state in which the Company owns real estate and whose business strategy is based on investing in, acquiring or developing flex/industrial, retail, multifamily and limited service hotel real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in Virginia or any other state in which the Company owns real estate and that advises (including any external advisor) such investment vehicles or programs. It is agreed that ownership of no more than 1% of the outstanding voting stock of a publicly traded corporation will not constitute a violation of Section 7.3. 7.4 Non-Disparagement. CONSULTANT acknowledges that any disparaging comments by him against the Company are likely to substantially depreciate the business reputation of the Company. CONSULTANT agrees to act in good faith so as to not harm the business reputation of the Company in any way. CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude CONSULTANT from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process. 8. Termination. This Agreement shall terminate immediately upon the occurrence of any of the following events: (a) upon the death or bankruptcy of CONSULTANT; or (b) upon the close of business on the date the Company gives CONSULTANT written notice of Termination for Cause (as defined below); (c) ninety (90) days following the date the Company gives CONSULTANT written notice of termination for any or no reason; or (d) CONSULTANT may terminate this Agreement by giving ninety (90) days' written notice to REIT.

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For purposes of this Agreement, Termination for Cause shall mean termination of this Agreement by the Company as the result of: (i) any act of fraud, dishonesty or neglect of services by CONSULTANT in connection with the services to be provided under this Agreement or against any Company customer, vendor or affiliated company; or (ii) the breach or prospective breach of any provision of this Agreement by CONSULTANT. 8.1 Return of Materials at Termination. In the event of any termination of CONSULTANT's appointment, with or without cause, CONSULTANT shall promptly deliver to REIT any and all materials, property, documents, data, and all other information belonging to REIT or pertaining to Proprietary Information, whether prepared by REIT or CONSULTANT, in CONSULTANT's possession or control, and regardless of how stored or maintained, including all originals, copies, and compilations, and all information stored or maintained on computer, PDAs, electronic or other devices, tapes, discs, or any other form of technology. CONSULTANT shall not take any materials, property, documents, or other information, or any reproduction or excerpt thereof, belonging to REIT or pertaining to any Proprietary Information. 8.2 Obligations Surviving Termination. The obligations of Sections 3, 5, 6 and 7 shall survive any termination of this Agreement. 8.3 Change of Control. In the event of a 'Change of Control' of Company, then if CONSULTANT's services are terminated without cause at any time within a twelve (12) month period following such Change of Control, CONSULTANT shall receive a termination fee equal to twelve (12) months compensation hereunder at the then current monthly rate, including any stock compensation. A Change of Control shall be any purchase of equity in the Company by a party that results in the party acquiring (i) voting control of the Company or (ii) the authority to replace or appoint, a majority of the Board, or the CEO or COO or CFO of the Company. 9. General Provisions. 9.1 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, representations, and understandings of the Parties regarding their consulting relationship. 9.2 Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement. 9.3 Representations and Warranties. CONSULTANT represents and warrants to Company that (a) CONSULTANT has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) CONSULTANT will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of CONSULTANT, and to CONSULTANT's knowledge (i) do not and (ii) will not (unless noted to Company otherwise by CONSULTANT) infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. For clarity, while CONSULTANT may create original ideas that are Work Product herein, CONSULTANT cannot, and does not warrant that those ideas can be exploited by Company with out infringing the rights of other parties.

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9.4 Successors and Assigns. The rights and obligations of REIT under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of REIT. CONSULTANT shall not be entitled to assign any of CONSULTANT's rights or obligations under this Agreement. 9.5 Taxes, Fees and Benefits. Because this Agreement creates an independent contractor relationship, the parties understand that the Company has no obligation to withhold any state or federal income taxes, social security, or other taxes from payments to CONSULTANT, nor shall it make any workers' compensation or unemployment benefit payments, contributions or payroll tax payments on behalf of CONSULTANT. CONSULTANT agrees that it shall not be eligible for or entitled to participate in any PTO, benefit plans, retirement and insurance coverage provided by the Company or its subsidiary and affiliated entities to their respective employees. CONSULTANT also acknowledges and agrees that the Company will issue a Form 1099 for all compensation paid to CONSULTANT, and it is CONSULTANT's obligation to report and pay all federal, state and local income, payroll, self-employment and other taxes due for her on all compensation from the Company as may be required by law. CONSULTANT agrees to indemnify REIT for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by REIT arising out of CONSULTANT's breach of this section. 9.6 Governing Law; Jurisdiction. This Agreement shall be interpreted, construed, governed, and enforced according to the laws of the Commonwealth of Virginia, without giving effect to its conflict of laws principles. The Parties hereby agree and consent that any and all causes of action arising under this Agreement shall only have jurisdiction and venue in the United States District Court for the Eastern District of Virginia and/or the Circuit Court for Chesterfield County. Each of the parties consents to the jurisdiction and venue of either court for the resolution of all causes of action arising under this Agreement upon proper service of process. 9.7 Indemnity. (a) Indemnity by the Company. The Company hereby agrees to indemnify and hold harmless Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Company may otherwise have, arising out of, related to or based upon (i) any violation of law, rule or regulation by the Company or the Company's agents, employees, representatives or affiliates or (ii) any third party action or claim against the Company in which Consultant is alleged to be additionally liable. In this regard CONSULTANT shall be an additional insured under Company's applicable insurance coverages. Company shall provide CONSULTANT evidence of all such coverage.

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(b) Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Consultant may otherwise have, arising out of, related to or based upon: (i) Any breach by Consultant of any representation, warranty or covenant contained in or made pursuant to this Agreement; or (ii) Any violation of law, rule or regulation by Consultant or Consultant's agents, employees, representatives or affiliates. (c) Actions Relating to Indemnity. If any action or claim shall be brought or asserted against a party entitled to indemnification under this Agreement (the Indemnified Party) or any person controlling such party and in respect of which indemnity may be sought from the party obligated to indemnify the Indemnified Party pursuant to this Section 9.7 (the Indemnifying Party), the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of legal counsel and the payment of all expenses related to the claim against the Indemnified Party or such other controlling party. If the Indemnifying Party fails to assume the defense of such claims, the Indemnified Party or any such controlling party shall have the right to employ a single legal counsel, reasonably acceptable to the Indemnifying Party, in any such action and participate in the defense thereof and to be indemnified for the reasonable legal fees and expenses of the Indemnified Party's own legal counsel. (d) This Section shall survive any termination of this Agreement for a period of three (3) years from the date of termination of this Agreement. Notwithstanding anything herein to the contrary, no Indemnifying Party will be responsible for any indemnification obligation for the gross negligence or willful misconduct of the Indemnified Party. 9.8 Modification. This Agreement may not be amended except by an instrument in writing signed by or on behalf of all the Parties to this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date set forth above. Gunston Consulting, LLC REIT: By: /s/ Brent Winn By: /s/ Thomas E. Messier NAME: Brent Winn NAME: Thomas E. Messier Its: Authorized Signatory Title: Chief Executive Officer

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STATEMENT OF WORK Nature of Services: CONSULTANT shall have the duties, authorities and responsibilities as are required by CONSULTANT's position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to CONSULTANT as the Chief Executive Officer or the Board of Directors of the REIT (the Board of Directors or the Board) shall designate from time to time that are not inconsistent with CONSULTANT's position and that are consistent with the bylaws of the REIT and/or the limited partnership agreement of the REIT's operating partnership, Medalist Diversified Holdings, L.P., each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. Term: twelve (12) months from the date of the Agreement which term shall automatically renew for an additional twelve (12) months on such date if the Agreement is not otherwise terminated according to Section 8 of the Agreement. Compensation: REIT agrees to pay CONSULTANT the following consulting fees, for services performed by CONSULTANT: 1. $200,000 annual fee payable in 12 equal monthly installments or 24 equal semi-monthly installments, at CONSULTANT's election. 2. Annual stock grants as awarded by the Compensation Committee of the Company's Board of Directors. 3. Except for limited authorized expenditures expressly agreed to and authorized by REIT, such as pre-approved, reasonable travel expenses, CONSULTANT shall be responsible for paying all expenses incurred by him/her in the performance of this Agreement. It is expressly understood that the Company will not wholly or partially reimburse non-authorized expenses. Moreover, invoices for approved expenses must be itemized and substantiated by appropriate receipts prior to payment.

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]: In this regard CONSULTANT shall be an additional insured under Company's applicable insurance coverages


[Q]: Exhibit 1.2

ATHENS BANCSHARES CORPORATION  up to    Shares  (subject to increase up to    shares)  COMMON SHARES  ($.01 Par Value)  Subscription Price $10.00 Per Share  AGENCY AGREEMENT   , 2009

Keefe, Bruyette & Woods, Inc.  Investment Banking  10 South Wacker Drive, Suite 3400  Chicago, Illinois 60606

Ladies and Gentlemen:

Athens Bancshares Corporation, a Tennessee corporation (the Company), and Athens Federal Community Bank, a federal savings bank located  in Athens, Tennessee (the Bank) (references to the Bank include the Bank in mutual or stock form as indicated by the context), the deposit  accounts of which are insured by the Federal Deposit Insurance Corporation (FDIC), hereby confirm their agreement with Keefe, Bruyette &  Woods, Inc. (the Agent) as follows:

Section 1. The Offering. The Bank, in accordance with its plan of conversion adopted by its Board of Directors (the Plan), intends to convert  from a federally-chartered mutual savings bank to a federal stock savings bank (the Conversion), and issue all of its issued and outstanding  capital stock to the Company. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift  Supervision (the OTS). Pursuant to the Plan, the Company will offer and sell up to shares (subject to increase up to shares) of its common stock,  $.01 par value per share (the Shares or Common Shares), in a subscription offering (the Subscription Offering) to (1) depositors of the Bank  with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (Eligible Account Holders), (2) the employee stock ownership plan  established by either the Bank or the Company (the ESOP), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009  (Supplemental Eligible Account Holders), and (4) other depositor and borrower members of the Bank as defined in the Plan. Subject to the prior  subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the Community Offering and when  referred to together with or subsequent to the Subscription Offering, the Subscription and Community Offering) the Shares not subscribed for or  ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a  preference given first to natural persons who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Meras, Monroe and Polk  Counties in Tennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain  members of the general public on a best efforts basis through a selected dealers agreement (the Syndicated Community Offering) (the  Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the Offering). It is acknowledged  that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the  Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering.

In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation  of the Conversion, subject to the approval of the Bank's depositors and compliance with certain conditions as may be imposed by regulatory  authorities, the Company will contribute $100,000 and 100,000 shares of Common Stock to the Athens Federal Foundation (the Foundation) such  shares hereinafter being referred to as the (Foundation Shares).







The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-   )  (the Registration Statement), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933  (the 1933 Act), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term  Registration Statement shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as  amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement  initially became effective is hereinafter called the Prospectus, except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c)  of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus on file at the time  the Registration Statement initially became effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from  and after the time said prospectus is filed with the Commission.

In accordance with Title 12, Part 563b of the Code of Federal Regulations (the Conversion Regulations), the Bank has filed with the OTS an  Application For Conversion on Form AC (the Form AC), including the Prospectus and the Conversion Valuation Appraisal Report prepared by  Keller & Company, Inc. (the Appraisal) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been  approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its  Application H-(e)l-S (the Holding Company Application) to become a savings and loan holding company under the Home Owners' Loan Act, as  amended (HOLA) and the regulations promulgated thereunder (the Control Act Regulations).

Section 2. Retention and Compensation of Agent. Subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint  the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to  advise and assist the Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering  in the areas of market making and in syndicate formation (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the  Agent accepts such appointment and agrees to consult with and advise the Company and the Bank as to the matters set forth in the letter  agreement, dated June 9, 2009, between the Bank and the Agent (a copy of which is attached hereto as Exhibit A) (the Engagement Letter). It is  acknowledged by the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which  is inconsistent with all applicable laws, regulations, decisions or orders.

The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after  the completion of the Subscription Offering (the End Date). All fees or expenses due to the Agent but unpaid will be payable to the Agent in  next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End  Date, the Company and the Agent may agree to renew this Agreement under mutually acceptable terms.

In the event the Company is unable to sell a minimum of    Shares within the period herein provided, this Agreement shall terminate and the  Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus  accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder,  except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the  action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below.

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The Agent shall receive the following compensation for its services hereunder:

(a) A management fee of $30,000 payable in four consecutive monthly installments of $7,500 each commencing with the execution of the  Engagement Letter. This fee shall be deemed to have been earned when due and shall be non-refundable.

(b) A success fee upon completion of the Offering of 1.125% of the aggregate purchase price of the Common Shares sold in the Subscription  Offering and Community Offering excluding shares purchased by the Bank's officers, directors, or employees (or members of their immediate  family), any ESOP, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or  all of its directors or employees, or contributed to any charitable foundation established by the Bank in connection with the Conversion. In no  event shall the success fee paid for the sale of Common Stock in the Subscription and Community Offering be less than $200,000. The management  fee will be applied against the first success fee.

(c) If any of the Common Shares remain available after the Subscription Offering, at the request of the Company, the Agent will seek to form a  syndicate of registered broker-dealers (Selected Dealers) to assist in the sale of such Common Shares on a best efforts basis, subject to the  terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Common Shares among the Selected  Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the  aggregate Purchase Price of the Shares sold in the Syndicated Community Offering. The Agent will pass onto the Selected Dealers who assist in  the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of  stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected  Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers. The decision to utilize Selected Dealers will be made by  the Company upon consultation with the Agent.

(d) The Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging,  photocopying, telephone, facsimile and couriers. The Company and the Bank will reimburse the Agent for the fees and expenses of the Agent's  counsel which will not exceed $50,000. The Company will bear the expenses of the Offering customarily borne by issuers including, without  limitation, regulatory filing fees, SEC, Blue Sky, and FINRA filing and registration fees; the fees of the Company's accountants, attorneys,  appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the conversion; and the fees set  forth under this Section 2; and any fees for Blue Sky legal work.

Full payment of the Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of  the Closing Date or a determination by the Bank to terminate or abandon the Offering. The payment of such expenses assume no unusual  circumstances or delays, or a re-solicitation in connection with the subscription and community offering. The Company and the Bank acknowledge  that such expense cap may be increased by mutual consent, including in the event of a material delay in the Offering which would require an  update of the financial information in tabular form to reflect a period later than that set forth in the original filing.

Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including without limitation, the sale of  all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release  for delivery certificates for such Shares on the Closing Date against payment to the Company by any means authorized by the Plan; provided,  however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with to the  reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place  acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered

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directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the shares sold in the  Offering, in accordance with the terms herein, is called the Closing Date.

Section 4. Representations and Warranties of the Company and the Bank. The Company and the Bank jointly and severally represent and warrant  to and agree with the Agent as follows:

(a) The Registration Statement which was prepared by the Company and the Bank and filed with the Commission has been declared effective by  the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the  Company or the Bank, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein  (including any amendment or supplement), 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 with the requirements of the 1933 Act and the 1933 Act Regulations and  the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information  regarding the Company contained in Sales Information (as such term is defined in Section 9(a) hereof) authorized by the Company for use in  connection with the Offering, 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, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424 (b) or (c) Prospectus is filed with the Commission and at the Closing Date referred to in Section 2 hereof, the Prospectus (including any amendment  or supplement thereto) and any information regarding the Company contained in Sales Information (as such term is defined in Section 9(a) hereof)  authorized by the Company for use in connection with the Offering will contain all statements that are required to be stated therein in accordance  with the 1933 Act and the 1933 Act Regulations and 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 reliance upon and in conformity with written  information furnished to the Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus under the caption The  Conversion and Stock Offering — Marketing Arrangements or statements in or omissions from any Sales Information or information filed  pursuant to state securities or blue sky laws or regulations regarding the Agent.

(b) At the time of filing the Registration Statement relating to the offering of the Shares and at the date hereof, the Company was not, and is not, an  ineligible issuer, as defined in Rule 405 of the 1933 Act Regulations. At the time of the filing of the Registration Statement and at the time of the use  of any issuer free writing prospectus, as defined in Rule 433(h) of the 1933 Act Regulations, the Company met the conditions required by Rules 164  and 433 of the 1933 Act Regulations for the use of a free writing prospectus. If required to be filed, the Company has filed any issuer free writing  prospectus related to the offered Shares at the time it is required to be filed under Rule 433 of the 1933 Act Regulations and, if not required to be  filed, will retain such free writing prospectus in the Company's records pursuant to Rule 433(g) of the 1933 Act Regulations and if any issuer free  writing prospectus is used after the date hereof in connection with the offering of the Shares the Company will file or retain such free writing  prospectus as required by Rule 433 of the 1933 Act Regulations.

(c) As of the Applicable Time, 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 Securities or any Issuer-Represented Free

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Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein. As  used in this paragraph and elsewhere in this Agreement:

1. Applicable Time means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase  Securities.

2. 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.

3. 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 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.

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

5. 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 Commission.

6. 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 Company, the Bank and the Agent.

(d) 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 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 Company has notified or will notify  promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the  Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct  such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented  Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use  therein.

(e) The Form AC, which was prepared by the Company and the Bank and filed with the OTS, has been approved by the OTS and the related  Prospectus and proxy statement to be delivered to members of the Bank have been authorized for use by the OTS and the Form AC complied in all  material respects with the Conversion Regulations. No order has been issued by the OTS or the FDIC preventing or

5







suspending the use of the Prospectus or the proxy statement, and no action by or before any such government entity to revoke any approval,  authorization or order of effectiveness related to the Offering is pending or threatened. At the time of the approval of the Form AC, including the  Prospectus (including any amendment or supplement thereto) by the OTS and at all times subsequent thereto until the Closing Date, the Form AC,  including the Prospectus (including any amendment or supplement thereto), will comply in all material respects with the Conversion Regulations,  except to the extent waived or otherwise approved by the OTS. The Form AC, including the Prospectus (including any amendment or supplement  thereto), does not include any 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, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and  warranties in this Section 4(e) shall not apply to statements or omissions made in reliance upon and in conformity with written information  furnished to the Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the Form AC under  the caption The Conversion and Stock Offering — Marketing Arrangements.

(f) The Company has filed the Holding Company Application with the OTS and the Holding Company Application is accurate and truthful. The  Company has received written notice from the OTS of its approval of the acquisition of the Bank, such approval remains in full force and effect and  no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the  OTS. At the date of such approval, the Holding Company Application complied in all material respects with the applicable provisions of HOLA  and the regulations promulgated thereunder.

(g) The Company and the Bank have filed the Prospectus and any supplemental sales literature with the Commission and the OTS. The Prospectus  and all supplemental sales literature, 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 applicable requirements of the 1933 Act Regulations and, at or prior to the time of their  first use, will have received all required authorizations of the OTS and Commission for use in final form. No approval of any other regulatory or  supervisory or other public authority is required in connection with the distribution of the Prospectus and any supplemental sales literature that  has not been obtained and a copy of which has been delivered to the Agent. The Company and the Bank have not distributed any offering  material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration  Statement and the Form AC and authorized for use by the Commission and the OTS. The information contained in the supplemental sales material  filed as an exhibit to both the Registration Statement and the Form AC does not conflict with information contained in the Registration Statement  and the Prospectus.

(h) The Plan has been adopted by the Boards of Directors of the Company and the Bank and, at the Closing Date, will have been approved by the  members of the Bank, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the  Conversion Regulations except to the extent waived or otherwise approved by the OTS, and all other applicable laws, regulations, decisions and  orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Company and the Bank by the  OTS, the Commission, or any other regulatory authority and in the manner described in the Prospectus. To the best knowledge of the Company  and the Bank, no person has sought to obtain review of the final action of the OTS in approving the Conversion pursuant to the HOLA or any  other statute or regulation.

(i) The Bank has been duly organized and is validly existing as a federally-chartered savings bank in mutual form of organization and upon  completion of the Conversion will become a duly organized and validly existing federally-chartered savings bank in permanent capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the  Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business,  except those that individually or in the

6







aggregate would not materially adversely affect the financial condition, results of operations or business of the Company and the Bank, taken as a  whole; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all material laws,  rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not materially adversely  affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; the Bank is duly qualified as a  foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or  the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a  material adverse effect on the financial condition, results of operations or business of the Bank (Material Adverse Effect). The Bank does not  own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to  the operations of the Bank. Upon completion of the sale by the Company of the Shares contemplated by the Prospectus, (i) all of the outstanding  capital stock of the Bank will be duly authorized, validly issued and fully paid and non-assessable and owned directly by the Company free and  clear of any security interest, mortgage, pledge, lien, encumbrances or legal or equitable claim and (ii) the Company will have no direct subsidiaries  other than the Bank and no indirect subsidiaries other than Southland Finance, Inc., Ti-Serv, Inc. and Valley Title Services, LLC (the  Subsidiaries). The Conversion will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and  orders; and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act  Regulations, the Conversion Regulations or letters of approval, at the Closing Date, all terms, conditions, requirements and provisions with respect  to the Conversion imposed by the Commission, the OTS and the FDIC, if any, will have been complied with by the Company and the Bank in all  material respects or appropriate waivers will have been obtained and all applicable notice and waiting periods will have been satisfied, waived or  elapsed.

(j) The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Tennessee with full  corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and  the Prospectus, and, at the Closing Date, the Company will be 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 on the financial condition, results of operations or business of the Company. At the Closing Date, the Company will have obtained all licenses, permits and other  governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not  materially adversely affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; all such  licenses, permits and governmental authorizations will be in full force and effect, and the Company will be in all material respects complying with all  laws, rules, regulations and orders applicable to the operation of its business. There are no outstanding warrants or options to purchase any  securities of the Company.

(k) The Subsidiaries are each duly organized, validly existing and in good standing as a corporation under the laws of the State of Tennessee with  full corporate power and authority to own, lease and operate its properties and to conduct their businesses as described in the Registration  Statement and the Prospectus, and are duly qualified to do business as foreign corporations and are in good standing 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 on the  financial condition, results of operations or business of the Company and the Bank, taken as a whole. The activities of the Subsidiaries are  permissible to subsidiaries of federal savings banks. The Subsidiaries have each obtained all licenses, permits and other governmental  authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely  affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; all such licenses, permits and  governmental authorizations will be in full force and effect, and the Subsidiaries are in all material respects complying with all laws, rules,  regulations and orders applicable to the operation of their respective business. All of the issued and outstanding capital stock of the Subsidiaries  have been duly

7







authorized and validly issued, is fully paid and non-assessable and owned by the Bank directly, free and clear of any security interest, mortgage,  pledge, lien, encumbrance or legal or equitable claim.

(l) The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB-Cincinnati). The deposit accounts of the Bank are 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 best knowledge of  the Company or the Bank, threatened. The Bank is a qualified thrift lender within the meaning of 12 U.S.C. §l467a(m).

(m) The Bank and the Company have good and marketable title to all real property and good title to all other assets material to the business of the  Company and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by  them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus,  or are not material to the business of the Company and the Bank, taken as a whole; and all of the leases and subleases material to the business of  the Company and the Bank, taken as a whole, under which, the Company or the Bank hold properties, including those described in the Registration  Statement and Prospectus, are in full force and effect.

(n) The Company has received an opinion of its special counsel, Kilpatrick Stockton LLP, with respect to the federal income tax consequences of  the Conversion and an opinion of its tax advisor, Hazlett, Lewis & Bieter, PLLC, with respect to the Tennessee income tax consequences of the  Conversion; all material aspects of such opinions are accurately summarized in the Registration Statement and the Prospectus. The Company and  the Bank represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete. Neither the Company nor  the Bank will take any action inconsistent therewith.

(o) Each of the Company and the Bank 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 to be sold by the Company as provided herein and  as described in the Prospectus, subject to approval or confirmation by the OTS of the final appraisal of the Bank. The execution, delivery and  performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all  necessary corporate action on the part of the Bank and the Company. This Agreement has been validly executed and delivered by the Company  and the Bank and is the valid, legal and binding agreement of the Company and the Bank 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  the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to  the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy).

(p) Neither the Company nor the Bank is in violation of any directive received from the OTS, the FDIC, 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 OTS and the FDIC) and, except as may be set forth in the Registration  Statement, the General Disclosure Package and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or threatened, which might materially and adversely affect the Offering, as described in the  Registration Statement and the Prospectus or which might result in any material adverse change in the financial condition, results of operations or  business of the Company and the Bank, taken as a whole, or which would materially affect their properties and assets.

8







(q) The consolidated financial statements, schedules and notes related thereto which are included in the General Disclosure Package and the  Prospectus fairly present the balance sheet, income statement, statement of changes in equity capital and statement of cash flows of the Bank and  the Subsidiaries 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 Title 12 of the Code of Federal Regulations. Such  consolidated 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 Bank with the OTS, except that accounting  principles employed in such regulatory filings conform to the requirements of the OTS and not necessarily to GAAP. The other financial, statistical  and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the  audited and unaudited consolidated financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the  adjustments made therein have been properly applied on the basis described therein.

(r) Since the respective dates as of which information is given in the Registration Statement including the Prospectus: (i) there has not been any  material adverse change, financial or otherwise, in the condition of the Company and the Bank and their subsidiaries, considered as one enterprise,  or in the earnings, capital, properties or business of the Company and the Bank and their subsidiaries, whether or not arising in the ordinary course  of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank's assets which  are classified by the Bank 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 the Bank; nor has the  Company or the Bank issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation  for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Company or the  Bank; (iv) there has not been any material adverse change in the aggregate dollar amount (on a consolidated basis with the Bank) of the  Company's deposits or its net worth; (v) there has been no material adverse change in the Company's or the Bank's relationship with its insurance  carriers, including, without limitation, cancellation or other termination of the Company's or the Bank's fidelity bond or any other type of insurance  coverage; (vi) except as disclosed in the General Disclosure Package and the Prospectus, there has been no material change in management of the  Company or the Bank; (vii) neither the Company nor the Bank has sustained any material loss or interference with its respective business or  properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) neither the Company nor  the Bank has defaulted in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets,  properties and business of the Company and the Bank conform in all material respects to the descriptions thereof contained in the General  Disclosure Package and the Prospectus; and (x) neither the Company nor the Bank has any material contingent liabilities, except as set forth in the  Prospectus.

(s) Neither the Company nor the Bank is (i) in violation of their respective charters or bylaws (and the Bank will not be in violation of its charter or  bylaws in stock form upon completion of the Conversion), or (ii) in default in the performance or observance of any obligation, agreement,  covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it  or any of its property may be bound. 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 under, or result in the creation of any lien, charge or encumbrance upon any of the  assets of the Company or the Bank pursuant to the respective charters or bylaws of the Company or the Bank or any contract, lease or other  instrument in which the Company or the Bank has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization,  approval, judgment, decree, order, statute, rule or regulation applicable to the Company or the Bank, except for

9







such violations which would not have a Material Adverse Effect on the financial condition and results of operations of the Company and the Bank  on a consolidated basis; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Company or the Bank.

(t) All documents made available to or delivered or to be made available to or delivered by the Company and the Bank or their representatives in  connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the  Agent's exercise of due diligence, except for those documents which were prepared by parties other than the Company or the Bank or their  representatives, to the best knowledge of the Company and the Bank, 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.

(u) 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 the Company  or the Bank in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan  or credit agreement or any other instrument or agreement to which the Company or the Bank is a party or by which any of them or any of their  property is bound or affected, except such defaults which would not have a material adverse affect on the financial condition or results of  operations of the Company and the Bank, taken as a whole; such agreements are in full force and effect and are the legal, valid and binding  agreements of the applicable party and the other parties thereto, enforceable in accordance with their 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 agreements has instituted or, to the best knowledge of the Company or the Bank, threatened any action or  proceeding wherein the Company or the Bank would or might be alleged to be in default thereunder, where such action or proceeding, if  determined adversely to the Company or the Bank, would have a Material Adverse Effect on the financial condition, results of operations, or  business of the Company or the Bank, taken as a whole. 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, 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, and any Permitted  Free Writing Prospectus are fairly summarized therein 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, or any Permitted  Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Company and the Bank, no such  termination has been threatened by any party to any such contract or agreement.

(v) Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the 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 will have been duly and validly authorized for issuance and, when issued and delivered by the  Company pursuant to the Plan 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 for shares purchased by the ESOP with funds borrowed from the Company to the extent  payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist  pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material  respects to the description thereof contained in the Registration Statement and the Prospectus. The Shares have been approved for listing on the  Nasdaq Capital Market, subject to issuance. Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the  purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

(w) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this  Agreement or the issuance of the Shares, except for the

10







approval of the Commission and the OTS, and any necessary qualification, notification, registration or exemption under the securities or blue sky  laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the Financial  Industry Regulatory Authority (FINRA)

(x) Hazlett, Lewis & Bieter, PLLC, which has certified the audited financial statements and schedules of the Bank included in the Prospectus, has  advised the Company and the Bank in writing that they are, with respect to the Company and the Bank, independent registered public accountants  within the applicable rules of the Public Company Accounting Oversight Board (United States).

(y) Keller & Company, Inc., which has prepared the Valuation Appraisal Report (as amended or supplemented, if so amended or supplemented) of  the Bank, has advised the Bank in writing that it is independent of the Company and the Bank within the meaning of the Conversion Regulations.

(z) The Company and the Bank have timely filed or extended all required federal, state and local tax returns; the Company and the Bank have paid  all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for  similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority. The Company and the Bank have no  knowledge of any tax deficiency which has been or might be assessed against either 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 Company and the Bank 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 Company or with the issuance or sale by the Company of the Shares.

(aa) The Company and the Bank are in compliance in all material respects with the applicable financial record-keeping and reporting requirements  of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(bb) To the knowledge of the Company and the Bank, none of the Company, the Bank or the employees of the Company or the Bank has made any  payment of funds of the Company or the Bank as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and  no funds have been set aside to be used for any payment prohibited by law.

(cc) Neither the Company nor the Bank 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 material dealings  within the 12 months prior to the date hereof with any member of the FINRA, 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 Company or the Bank in connection with the offering of the Shares, and no person  is being compensated in any manner for such service. Appropriate arrangements have been made for placing the funds received from  subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the  purchasers in the event that the Offering is not completed for whatever reason or for delivery to the Company if all Shares are sold.

(dd) The Company and the Bank have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the  Conversion.

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(ee) The records used by the Company and the Bank to determine the identities of Eligible Account Holders, Supplemental Eligible Account  Holders and Other Members are accurate and complete in all material respects.

(ff) The Company is not required to be registered under the Investment Company Act of 1940, as amended.

(gg) Neither the Company nor the Bank or any properties owned or operated by the Company or the Bank, 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 on the financial condition, results of operations or business of the Company and the Bank, taken as a whole. 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 Company or the Bank, threatened relating to the  liability of any property owned or operated by the Company or the Bank under 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.

(hh) The Company has filed a registration statement to register for the Common Shares under Section 12(b) of the Securities Exchange Act of 1934,  as amended (the 1934 Act).

(ii) The Company and its subsidiaries 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 thereto. The books, records and accounts  and systems of internal accounting control of the Company and its subsidiaries comply in all material respects with the requirements of Section 13 (b)(2) of the 1934 Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the  1934 Act) that are effective in ensuring 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 Company's management (including the Company's chief executive officer and chief financial officer) in a  timely manner and recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms. To the  knowledge of the Company and the Bank,    and the Audit Committee of the Board of Directors 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  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 Company's or the Bank's internal accounting controls.

(jj) All of the loans represented as assets of the Company or the Bank in the Prospectus meet or are exempt from all requirements of federal, state  and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part  226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws

12







applicable to such loans, except for violations which, if asserted, would not have a Material Adverse Effect on the financial condition, results of  operations, or business of the Company and the Bank, taken as a whole.

(kk) To the Company's and the Bank's knowledge, there are no affiliations or associations between any member of the FINRA and any of the  Company's or the Bank's officers, directors or 5% or greater securityholders, except as set forth in the Registration Statement and the Prospectus.

(ll) The Company has taken all actions necessary to obtain at Closing a Blue Sky Memorandum from Kilpatrick Stockton LLP.

(mm) Any certificates signed by an officer of the Company or the Bank 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 the Company or the Bank, as the case may be,  to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(nn) The Company and the Bank carry, or are covered by, insurance in such amounts and covering such risks at they deem reasonably adequate  for the conduct of their respective businesses and the value of their respective properties.

(oo) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise  may be indicated or contemplated in the Registration Statement, neither the Company nor the Bank 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.

(pp) All Sales Information (as defined in Section 9(a)) used by the Company in connection with the Conversion that is required by the OTS and the  Commission to be filed has been filed with and approved by the OTS and the Commission.

(qq) 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 Company and the Bank believe were reliable and accurate at the time they were filed with the  Commission. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of 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.

(rr) Except for the Bank's profit sharing/401(k) plan, neither the Company nor the Bank maintains any other 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 Company or the Bank (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 Company or the Bank 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 Company or the Bank 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

13







the Company and the Bank, 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).

Section 5. Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to  provide the services to be furnished to the Company and the Bank hereunder.

(b) 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.

(c) 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 by the Company in reliance upon the Agent as a registered selling agent as set forth  in the blue sky memorandum prepared with respect to the Offering.

(d) 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.

(e) 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.

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

Section 6. Covenants of the Company and the Bank. The Company and the Bank hereby jointly and severally covenant and agree with the Agent  as follows:

(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the  Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any  amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.

(b) 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

14







material fact necessary in order to make the statements therein, in light of the circumstances prevailing at the subsequent time, not misleading, the  Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is  amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing  Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any  statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Agent expressly for  use therein.

(c) The Company and the Bank represent and agree 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 Company or the Bank, it has not made and will not make any offer relating to the offered 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 Commission. Any such free writing prospectus  consented to by the Company, the Bank and the Agent is hereinafter referred to as a Permitted Free Writing Prospectus. The Company and the  Bank represent that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as  defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply with the requirements of Rule 433 of the 1933 Act Regulations  applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The  Company and the Bank 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.

(d) The Bank will not, at any time after the Form AC is approved by the OTS, file any amendment or supplement to such Form AC without  providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which  amendment or supplement the Agent or its counsel shall reasonably object.

(e) The Company will not, at any time after the Holding Company Application is approved by the OTS, file any amendment or supplement to such  Holding Company Application without providing the Agent and its counsel an opportunity to review the non-confidential portions of such  amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably  object.

(f) The Company and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared  effective by the Commission and any post-effective amendment to the Form AC or the Holding Company Application to be approved by the OTS  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 Form AC or the Holding Company Application, as amended, has been approved by the OTS; (iii) of  any comments from the Commission, the OTS or any other governmental entity with respect to the Conversion contemplated by this Agreement;  (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement,  the Form AC, Holding Company Application or for additional information; (v) of the issuance by the Commission, the OTS 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 Company or the Bank under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) of the  issuance by the Commission, the OTS 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 Company and the Bank will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any other state

15







authority of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(g) The Company and the Bank will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, the Form AC or  the Holding Company Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company  and the Bank will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings.

(h) The 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). The Company authorizes 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.

(i) The Company and the Bank will comply with any and all material terms, conditions, requirements and provisions with respect to the Offering  imposed by the Commission, the OTS or the Conversion 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 Company and the Bank will comply, at their own expense, with all material requirements imposed upon them by the  Commission, the OTS or the Conversion 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 Common Shares during such period in accordance with the provisions hereof and the Prospectus. The  Company will comply with all undertakings contained in the Registration Statement.

(j) If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting the Company or the Bank  shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company or 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  misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company will immediately so inform the  Agent and prepare and file, at its own expense, with the Commission and the OTS, and furnish to the Agent a reasonable number of copies, of an  amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably  satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or  Prospectus so that as amended or supplemented it 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 existing at the time the Prospectus is delivered to a purchaser, not misleading.  For the purpose of this Agreement, the Company will timely furnish to the Agent such information with respect to itself and the Bank as the Agent  may from time to time reasonably request.

(k) The Company and the Bank 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 for offering and sale by it or to exempt such Shares from registration, or to exempt  the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky  laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Company may  reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of

16







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  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.

(l) The liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders will be duly established and  maintained in accordance with the requirements of the Conversion Regulations, and such Eligible Account Holders and Supplemental 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 account, which shall have a priority superior to that of the holders of the Common Stock in the event of a complete liquidation of the  Bank.

(m) The Company and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without  the Agent's prior written consent, any of their shares of their common stock, other than the Common Shares or other than in connection with any  plan or arrangement described in the Prospectus.

(n) The Company will register its common stock under Section 12(b) of the 1934 Act. The Company shall maintain the effectiveness of such  registration for not less than three years from the time of effectiveness or such shorter period as may be required by the OTS.

(o) During the period during which the Common Shares are registered under the 1934 Act or for three years from the date hereof, whichever period  is greater, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Company  (including a consolidated balance sheet and statements of consolidated income, shareholders' equity and cash flows of the Company and its  subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act  and the 1934 Act) and make available as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the  first fiscal quarter ending after the effective time of the Registration Statement) financial information of the Company and its subsidiaries for such  quarter in reasonable detail.

(p) During the period of three years from the date hereof, the Company will furnish to the Agent: (i) as soon as practicable after such information is  publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities  exchange or system on which any class of securities of the 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), (ii) a copy of each other non-confidential report of the Company mailed to its  shareholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system  on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and  information with respect to the Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential  information concerning the Company or the Bank as the Agent may reasonably request.

(q) The 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  Use of Proceeds.

(r) Other than as permitted by the Conversion Regulations, the HOLA, the 1933 Act, the 1933 Act Regulations and the rules and regulations and  the laws of any state in which the Shares are registered or qualified for sale or exempt from registration, the Company will not distribute any  prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.

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(s) The 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 earnings 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 Company's fiscal quarter next following the effective date (as defined in such Rule 158) of the  Registration Statement.

(t) The Company will use its best efforts to obtain and maintain a listing of the Common Shares on the Nasdaq Capital Market on or prior to the  Closing Date.

(u) The Bank 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 or another financial institution whose deposits are insured by the FDIC, 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  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 accordance with the Plan and as described in the Prospectus. The Bank will maintain such records of all funds received  to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Bank to make the  appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the  Prospectus.

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

(w) The Company will promptly take all necessary action to register as savings and loan holding company under the HOLA.

(x) The Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the  Agent to ensure compliance with the FINRA Rule 2790.

(y) Neither the Company nor the Bank, will amend the Plan without notifying the Agent and the Agent's counsel prior thereto.

(z) The 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 Company in allocating the Shares in such event and such information shall be  accurate and reliable in all material respects.

(aa) Prior to the Closing Date, the Company will inform the Agent of any event or circumstances of which it 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.

(bb) The Company will not deliver the Shares until the Company and the Bank 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.

(cc) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise  may be indicated or contemplated therein or set forth in an amendment or supplement thereto, neither the Company nor the Bank will have: (i)  issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except

18







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 Company and the Bank, taken as a whole.

(dd) The Company shall use its best efforts to ensure that the Foundation submits, within the time frames required by applicable law, a request to  the Internal Revenue Service to be recognized as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended. The  Company will not take any action which will result in the possible loss of the Foundation's tax exempt status.

(ee) Until the Closing Date, the Company and the Bank 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 Commission, the  FDIC and the OTS.

(ff) The Company and the Bank shall comply in all material respects with any and all terms, conditions, requirements and provisions with respect to  the Offering imposed by the OTS, the Conversion Regulations, the Commission, the 1933 Act and the 1933 Act Regulations, the 1934 Act and the  1934 Act Regulations to be complied with subsequent to the Closing Date. The Company will comply with all provisions of all undertakings  contained in the Registration Statement.

(gg) The facts and representations provided to Kilpatrick Stockton LLP by the Bank and the Company and upon which Kilpatrick Stockton LLP  will base its opinion under Section 8(c)(1) are and will be truthful, accurate and complete.

(hh) The Company and the Bank will not distribute any offering material in connection with the Offering except for the Prospectus and any  supplemental sales material that has been filed with the Registration Statement and the Form AC and authorized for use by the Commission and the  OTS. The information contained in any supplemental sales material (in addition to the supplemental sales material filed as an exhibit to the  Registration Statement and the Form AC) shall not conflict with the information contained in the Registration Statement and the Prospectus.

(ii) The Company will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all applicable rules, regulations, guidelines and  interpretations promulgated thereunder by the Commission.

Section 7. Payment of Expenses. Whether or not the Conversion is completed or the sale of the Shares by the Company is consummated, the  Company and the Bank jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in connection with all filings related to the  Conversion with the FINRA; (b) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (c) subject to  Section 2(d), all expenses of the Conversion, including but not limited to the Agent's attorneys' fees and expenses, blue sky fees, transfer agent,  registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in  connection with the Offering. In the event the Company is unable to sell the minimum number of shares necessary to complete the Conversion or  the Conversion is terminated or otherwise abandoned, the Company and the Bank shall promptly reimburse the Agent in accordance with Section  2(d) hereof.

In the event that the Agent incurs any expenses on behalf of the Company or the Bank that are customarily borne by the issuer, the Company and  the Bank will pay or reimburse the Agent for such expenses regardless of whether the Offering is successfully completed, and such  reimbursements will not be included in the expense limitations set forth in Section 2(d) hereof. The Company and the Bank acknowledge, however,  that such limitations may be increased by the mutual consent of the Bank and Agent in the event of delay in the Offering requiring the Agent to  utilize a Syndicated Community Offering, a delay as a result of circumstances requiring material additional work by Agent or its counsel

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or an update of the financial information in tabular form contained in the Prospectus for a period later than [December 31, 2009] . Not later than  two days prior to the Closing Date, the Agent will provide the Company with an accounting of all reimbursable expenses to be paid at the Closing  in next day funds. In the event the Bank determines to abandon or terminate the Conversion prior to Closing, payment of such expenses shall be  made in next day funds on the date such determination is made.

Section 8. Conditions to the Agent's Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are  subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Company and the Bank,  herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition  that the Company and the Bank shall have performed all of its obligations hereunder to be performed on or before such dates, and to the following  further conditions:

(a) At the Closing Date, the Company and the Bank shall have conducted the Conversion in all material respects in accordance with the Plan, the  Conversion Regulations, the applicable laws of Tennessee, 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 OTS.

(b) The Registration Statement shall have been declared effective by the Commission and the Form AC and Holding Company Application shall  have been approved by the OTS 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 threatened by the Commission or any state 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 Company's or the  Bank's knowledge, threatened by the Commission, the OTS, the FDIC or any other state authority.

(c) At the Closing Date, the Agent shall have received:

(1) The favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Kilpatrick Stockton LLP special counsel  for the Company and the Bank in form and substance to the effect that:

(i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Tennessee.

(ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Form  AC, the Registration Statement, the Prospectus and the General Disclosure Package.

(iii) The Bank is a validly existing federally-chartered savings bank in mutual form and immediately following the completion of the Conversion will  be a validly-existing federally-chartered savings bank in stock form and, in both instances duly authorized to conduct its business and own its  property as described in the Registration Statement and the Prospectus. 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 will be owned by the Company,  free and clear of any liens, encumbrances, claims or other restrictions.

(iv) The Bank is a member of the FHLB-Cincinnati. The deposit accounts of the Bank are insured by the FDIC up to the maximum amount allowed  under law and no proceedings for the termination or revocation of such insurance are pending or threatened. The description of the liquidation  account as set forth in the Prospectus under the caption The Conversion and Stock Offering — Effects of

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Conversion to Stock Form — Liquidation Account, to the extent that such information constitutes matters of law and legal conclusions, has been  reviewed by such counsel and is accurately described in all material respects.

(v) The only subsidiaries of the Bank are Southland Finance, Inc., Ti-Serv, Inc. and Valley Title Services, LLC. The operations of the Subsidiaries  are not material to financial condition, results of operations, capital, properties or business prospects of the Company and the Bank, taken as a  whole. The Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of Tennessee, have full  corporate power and authority to own, lease and operate their properties and to conduct their respective businesses as described in the  Registration Statement and Prospectus, and are duly qualified as foreign corporations to transact business and are in good standing in each  jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except  where the failure to so qualify would not have a Material Adverse Effect. Each Subsidiary has obtained all licenses, permits and other  governmental authorizations required for the conduct of their businesses and all such licenses, permits and other governmental authorizations are  in full force and effect and the Subsidiaries are in all material respects complying therewith; the activities of the Subsidiaries are permitted to  subsidiaries of a federally chartered savings bank by the rules, regulations and practices of the Federal Deposit Insurance Corporation (FDIC)  and the OTS in the case of the Bank; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly  issued, is fully paid and non-assessable and is owned by the Bank, free and clear of any security interest, mortgage, pledge, lien, encumbrance or  legal or equitable claim; and there are no warrants, options or rights of any kind to acquire shares of capital stock of any Subsidiary.

(vi) The Foundation has been duly organized 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 conduct its business as described in the Prospectus; to the knowledge of Company and the  Agent, all approvals required to establish the Foundation and to contribute the Foundation Shares thereto have been obtained as described in the  Prospectus; except as specifically disclosed in the Prospectus and the Proxy Statement, there are no agreements and/or understandings, written or  oral or otherwise, between any of the Company, the Agent and the Foundation with respect to the control, directly or indirectly, over the voting  and the acquisition or disposition of the shares of Common Stock to be contributed by the Company to the Foundation; the Foundation Shares to  be issued to the Foundation in accordance with the Plan and as described in the Prospectus will have been duly and validly authorized for  issuance and, when issued and contributed by the Company pursuant to the Plan, will be duly authorized and validly issued and fully paid and  non-assessable. Upon issuance of the Foundation Shares, good title to the Foundation Shares will be transferred from the Company to the  Foundation, subject to such claims as may be asserted against the Foundation by third-party claimants.

(vii) The authorized equity capital of the Company consists of shares of common stock and shares of preferred stock. Immediately following the  consummation of the Offering and the issuance of the Foundation Shares to the Foundation, the authorized, issued and outstanding Common  Shares of the Company will be within the range set forth in the Prospectus under the caption Capitalization, and no shares of capital stock of the  Company have been issued prior to the Closing Date; at the time of the Offering, the Common Shares subscribed for pursuant to the Conversion  will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of  the consideration calculated as set forth in the Plan and 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 Company and shares issued and contributed to the Foundation by the Company to  the extent payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant  thereto exist pursuant to the Plan, the issuance of the Shares is not subject to preemptive rights (other than subscription rights as provided in the  Plan) and the terms and provisions of the Shares conform in all material respects to the description thereof contained in the

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Prospectus. The Shares will not, when issued, be subject to any liens, charges, encumbrances or other claims created by the Company.

(viii) The Company and the Bank have full corporate power and authority to enter into this Agreement and to consummate the transactions  contemplated thereby and by the Plan. The execution and delivery of this Agreement and the consummation of the Offering, including the  establishment of the Foundation and the issuance of shares to the Foundation, have been duly and validly authorized by all necessary action on  the part of the Company and the Bank; and this Agreement is a valid and binding obligation of the Company and the Bank, enforceable against the  Company and the Bank, 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 chartered savings institutions or holding companies as applicable, (ii) general  equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions, 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).

(ix) The Form AC and the Holding Company Application have been approved by the OTS, the Prospectus has been authorized for use by the OTS,  and the acquisition by the Company of all of the issued and outstanding capital stock of the Bank has been approved by the OTS and no action  has been taken, and none is pending or threatened, to revoke any such authorization or approval.

(x) To such counsel's knowledge, the OTS's approval or non-objection of the Plan remains in full force and effect; each of the Form AC, the  Holding Company Application, and Plan comply in all material respects with the regulations of the OTS (other than the financial statements, notes  to financial statements, stock valuation information and other financial, tabular and statistical data included therein, as to which no opinion need  be rendered). Such counsel has been advised by the OTS staff and Commission staff that no order has been issued by any other state authority, to prevent the Conversion or the offer, sale or issuance of the 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 OTS, the Commission or any other state authority; and, to  the knowledge of such counsel, no person has sought to obtain regulatory or judicial review of the final action of the OTS approving the Plan, the  Form AC, the Holding Company Application or the Prospectus or to otherwise prevent the Conversion or the offer, sale or issuance of the Shares.

(xi) The Plan has been duly adopted by the required vote of the directors of the Company and the Bank and by the required vote of the Bank's  members.

(xii) Subject to the satisfaction of the conditions to the OTS's approval of the Conversion and the Holding Company Application, no further  approval, registration, authorization, consent or other order of any federal regulatory agency is required in connection with the execution and  delivery of this Agreement, the consummation of the Conversion and the issuance of the Shares, including the issuance of shares to the  Foundation, 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 the FINRA (as to which no opinion need be rendered).

(xiii) The Registration Statement is effective under the 1933 Act; and 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 no stop order  suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or, to such counsel's Actual Knowledge,  threatened by the Commission.

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(xiv) At the time the Form AC, including the Prospectus contained therein, was approved by the OTS, the Form AC, including the Prospectus  contained therein, complied as to form in all material respects with the requirements of the Conversion Regulations except as waived or otherwise  approved by the OTS (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included  therein, as to which no opinion need be rendered).

(xv) At the time the Holding Company Application was approved by the OTS, the Holding Company Application complied as to from in all material  respects with the requirements and the rules and regulations of the OTS (except as waived or otherwise approved by the OTS, and other than the  financial statement, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be  rendered).

(xvi) At the time that the Registration Statement became effective, (i) 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 and appraisal data included therein, 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 (ii) the Prospectus (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal  data included therein, 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.

(xvii) The terms and provisions of the shares of common stock of the Company conform, in all material respects, to the description thereof  contained in the Registration Statement, the General Disclosure Package and Prospectus, and the form of certificate used to evidence the Shares  complies with applicable laws.

(xviii) There are no legal or governmental proceedings pending or threatened (i) asserting the invalidity of this Agreement, (ii) seeking to prevent  the Conversion or the offer, sale or issuance of the Shares, including the establishment of the Foundation and the issuance of shares thereto, or  (iii) which are required to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein.

(xix) Neither the Company nor the Bank are required to be registered as an investment company under the Investment Company Act of 1940.

(xx) Neither the Company nor the Bank is in violation of any directive from the OTS or the FDIC to make any material change in the method of  conducting its respective business.

(xxi) There are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or  referred to in the Form AC, the Registration Statement, the General Disclosure Package or the Prospectus or required to be filed as exhibits thereto  other than those described or referred to therein or filed as exhibits thereto in the Form AC, the Registration Statement, the General Disclosure  Package or the Prospectus. The description in the Form AC, the Registration Statement, the General Disclosure Package and the Prospectus of  such documents and exhibits is accurate in all material respects and fairly presents the information required to be shown.

(xxii) Except as waived or otherwise approved by the OTS, the Plan complies in all material respects with all applicable federal law, rules,  regulations, decisions and orders including, but not limited to, the Conversion Regulations; the Conversion, including the establishment of the  Foundation and the issuance of shares thereto, has been effected by the Company's and the Bank in all material respects in accordance with the  Conversion Regulations and the OTS approvals issued thereunder; no order has been issued by the OTS, the Commission, the FDIC, or any state  authority to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted or threatened by the OTS, the  Commission, the FDIC, or any other state authority and, to such counsel's Actual

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Knowledge, no person has sought to obtain regulatory or judicial review of the final action of the OTS approving the Plan, the Form AC, the  Holding Company Application or the Prospectus.

(xxiii) The Company, and the Bank have obtained all licenses, permits and other governmental authorizations currently required for the conduct of  their businesses as described in the Registration Statement, and all such licenses, permits and other governmental authorizations are in full force  and effect, and the Company and the Bank are in all material respects complying therewith.

(xxiv) Neither the Company nor the Bank is in violation of its Charter and Bylaws or in default or violation of any obligation, agreement, covenant  or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or  its property may be bound, except for such defaults or violations which would not have a material adverse impact on the financial condition or  results of operations of the Company and the Bank on a consolidated basis; the execution and delivery of this Agreement, the incurrence of the  obligations herein set forth and the consummation of the transactions contemplated herein will not, in any material respect, 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 Company or the Bank pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the  Company or the Bank is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Bank are  subject; and such action will not result in any violation of the provisions of the Charter or Bylaws of the Company or the Bank, or result, in any  material respect, in any violation of any applicable federal or state law, act, regulation (except that no opinion with respect to the securities and  blue sky laws of various jurisdictions or the rules or regulations of the FINRA need be rendered) or order or court order, writ, injunction or decree.

(xxv) The Company's Charter and Bylaws comply in all material respects with the laws of the State of Tennessee. The Bank's Charter and Bylaws  each comply in all material respects with the laws of the United States of America.

(xxvi) The information in the Prospectus under the captions Regulation and Supervision, Federal and State Taxation, The Conversion and  Stock Offering, Restrictions on the Acquisition of Athens Bancshares Corporation and Athens Federal Community Bank, Description of  Athens Bancshares Corporation Capital Stock and Athens Federal Foundation, 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. The description of the Offering process in the Prospectus under the caption The Conversion and Stock Offering 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 fairly describes such process in all material respects. The descriptions in the Prospectus of statutes or regulations are accurate  summaries and fairly present, in all material respects, the information required to be shown. The information under the caption The Conversion  and Stock Offering — Material Income Tax Consequences has been reviewed by such counsel and fairly describes the federal and state tax  opinions rendered by them and Hazlett, Lewis & Bieter, PLLC, respectively, to the Company and the Bank with respect to such matters.

In addition, such counsel shall state that during the preparation of the Form AC, the Holding Company Application, the Registration Statement,  the Prospectus and the General Disclosure Package, they participated in conferences with certain officers of, the independent public and internal  accountants for, and other representatives of, the Company and the Bank, at which conferences the contents of the Form AC, the Holding  Company Application, the Registration Statement, the Prospectus and the General Disclosure Package and related matters were discussed and,  while such counsel have not confirmed the accuracy or completeness of or otherwise verified the information contained in the Form AC, the  Holding Company Application, the Registration Statement or the Prospectus or the General Disclosure Package and do not assume any  responsibility for such information, based upon such conferences and a review of

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documents deemed relevant for the purpose of rendering their opinion (relying as to materiality as to factual matters on certificates of officers and  other factual representations by the Company), nothing has come to their attention that would lead them to believe that the Form AC, the Holding  Company Application, the Registration Statement, the Prospectus, the General Disclosure Package or any amendment or supplement thereto as of  the Applicable Time (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included  therein as to which no view need be rendered) contained an untrue statement of a material fact or omitted to state a material fact required to be  stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

In giving such opinion, such counsel may rely as to all matters of fact on certificates of officers or directors of the Company and the Bank and  certificates of public officials. Such counsel's opinion shall be limited to matters governed by federal laws and by the laws of Tennessee and with  respect to enforceablity, New York law, and may add other qualifications and explanations on the basis of this opinion as may be reasonably  acceptable to the Agent.

(d) A Blue Sky Memorandum from Kilpatrick Stockton LLP relating to the Offering, including Agent's participation therein, and should be  furnished to the Agent with a copy thereof addressed to Agent or upon which Kilpatrick Stockton LLP 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 under  applicable state securities law.

(e) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company 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 Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus 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 under  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 Company or the Bank and  the conditions set forth in this Section 8 have been satisfied; (iii) since the respective dates as of which information is given in the Registration  Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the condition, financial or otherwise,  or in the earnings, capital, properties or business of the Company or the Bank independently, or of the Company and the Bank 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 Company has 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 and will comply in all material  respects with all obligations to be satisfied by them after the Closing Date; (vi) no stop order suspending the effectiveness of the Registration  Statement has been initiated or, to the best knowledge of the Company or the Bank, threatened by the Commission or any state authority; (vii) no  order suspending the Conversion, the Offering or the effectiveness of the Prospectus has been issued and no proceedings for that purpose are  pending or, to the best knowledge of the Company or the Bank, threatened by the OTS, the Commission, the FDIC, or any state authority; and  (viii) to the best knowledge of the Company or the Bank, no person has sought to obtain review of the final action of the OTS approving the  Conversion.

(f) Neither the Company or the Bank 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,

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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 and the Prospectus, there shall not have been any Material Adverse Effect on the financial condition, results of operations,  or business of the Company or the Bank 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 on the terms and in the manner contemplated in the Prospectus.

(g) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial  condition, results of operations or business of the Company and the Bank 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) neither the Company nor the Bank  shall have received from the OTS or the FDIC 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 any, shall have been disclosed to the Agent) or which materially and adversely would  affect the financial condition, results of operations or business of the Company and the Bank taken as a whole; (iii) neither the Company or the  Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any  provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before  or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the  knowledge of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable  decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the Company and the  Bank taken as a whole; and (v) the Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or  blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company and the Bank.

(h) Concurrently with the execution of this Agreement, the Agent shall receive a letter from Hazlett, Lewis & Bieter, PLLC, dated as of the date  hereof and addressed to the Agent: (i) confirming that Hazlett, Lewis & Bieter, PLLC is a firm of independent registered public accountants within  the applicable rules of the Public Company Accounting Oversight Board (United States) and stating in effect that in its opinion the consolidated  financial statements and related notes of the Company as of December 31, 2008, and for each of the years in the three-year period ended December  31, 2008, and covered by their opinion included therein, 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 and related published rules and regulations of the OTS and  the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the Public  Company Accounting Oversight Board (United States)) consisting of a reading of the latest available consolidated financial statements of the  Company prepared by the Company, a reading of the minutes of the meetings of the Board of Directors, Executive Committee and Audit Committee  of the Company and the Bank and consultations with officers of the Company and the Bank responsible for financial and accounting matters,  nothing came to their attention which caused them to believe that:

(A) audited consolidated financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with  the 1933 Act, applicable accounting requirements of the OTS and accounting principles generally accepted in the United States of America applied  on a basis substantially consistent with that of the audited consolidated 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 borrowings of the Company,  other than normal deposit fluctuations for the Bank; or (C) there was any decrease in the net assets of the Company

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at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus; and (iii) stating that, in addition  to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this  subsection (h), they have compared with the general accounting records of the Company, which are subject to the internal controls of the  Company, the accounting system and other data prepared by the Company, directly from such accounting records, to the extent specified in such  letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have found such amounts and  percentages to be in agreement therewith (subject to rounding).

(i) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by Hazlett,  Lewis & Bieter, PLLC in the letter delivered by it pursuant to subsection (g) of this Section 8, the specified date referred to in clause (i) of  subsection (h) to be a date specified in the letter required by this subsection (h) which for purposes of such letter shall not be more than three  business days prior to the Closing Date.

(j) At the Closing Date, the Company shall receive a letter from Keller & Company, Inc., dated the Closing Date (i) confirming that said firm is  independent of the Company and the Bank and is experienced and expert in the area of corporate appraisals within the meaning of Title 12 of the  Code of Federal Regulations, Section 563b.200(b), (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects  with the applicable requirements of Title 12 of the Code of Federal Regulations, and (iii) further stating that its opinion of the aggregate pro forma  market value of the Company including the Bank, as most recently updated, remains in effect.

(k) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from the OTS approving the Form AC, the Holding Company  Application and authorizing the use of the Prospectus and the establishment of the Foundation, including the issuance of shares thereto; (ii) a  copy of the orders from the Commission declaring the Registration Statement and the Exchange Act Registration Statement effective; (iii) a  certificate from the OTS evidencing the valid existence of the Company and the Bank; (iv) a certificate from the FDIC evidencing the Bank's  insurance of accounts; (v) a certificate from the FHLB-Cincinnati evidencing the Bank's membership therein; and (vi) a certified copy of the Bank's  Charter and Bylaws.

(l) 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 in the over-the-counter market, or quotations halted generally on The Nasdaq Stock Market, or  minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such  exchanges or the Nasdaq Stock Market or by order of the Commission or any other governmental authority; (ii) a general moratorium on the  operations of commercial banks, or federal savings and loan associations or a general moratorium on the withdrawal of deposits from commercial  banks or federal savings and loan associations declared by federal or state authorities; (iii) the engagement by the United States in hostilities  which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iv) a material decline in the price of equity or  debt securities if the effect of such a declaration or decline, in the Agent's reasonable judgment, makes it impracticable or inadvisable to proceed  with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(m) At or prior to the Closing Date, 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 Company and the Bank in connection with the sale of the Shares as herein contemplated shall be satisfactory in  form and substance to the Agent and its counsel.

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(n) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory  in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of the Company or the Bank and delivered  to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Company or the Bank, as the case may be, to the  Agent as to the statements made therein.

Section 9. Indemnification.

(a) The Company and the Bank 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-Use Free Writing Prospectus, preliminary or final Prospectus (or any amendment or  supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application (or any amendment or  supplement thereto) or any instrument or document executed by the Company or the Bank or based upon written information supplied by the  Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state  or jurisdiction to exempt the Company or the Bank as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the  securities laws thereof (collectively, the Blue Sky Application), or any document, advertisement, oral statement or communication (Sales  Information) prepared, made or executed by or on behalf of the Company or the Bank with its consent and based upon written or oral information  furnished by or on behalf of the Company or the Bank, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim  an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the  foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in 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), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, the Form AC (or any amendment or  supplement thereto) the Holding Company Application (or any amendment or supplement thereto), any Blue Sky Application or Sales Information  or other documentation distributed in connection with the Conversion; provided, however, that no indemnification is required under this  paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or  alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or  supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer- Represented Limited-Use Free Writing Prospectus, the Form AC, the Holding Company Application, any Blue Sky Application or Sales  Information made in reliance upon and in conformity with information furnished in writing to the Company, by the Agent or its counsel regarding  the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company, by the Agent regarding  the Agent is set forth in the Prospectus under the caption The Conversion and Stock Offering — Marketing Arrangements; and, provided  further, that such indemnification shall be limited to the extent prohibited by the Commission, the OTS, the FDIC and the Board of Governors of the  Federal Reserve System.

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(b) The Agent agrees to indemnify and hold harmless the Company and the Bank, their directors and officers and each person, if any, who controls  the 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 Company,  the Bank, 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 Form AC (or any  amendment or supplement thereto), the Holding Company Application, 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), the Form AC (or  any amendment or supplement thereto), the Holding Company Application, 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), the Form AC (or any amendment or supplement thereto), the Holding Company Application, any Blue Sky Application or  Sales Information in reliance upon and in conformity with information furnished in writing to the Company or the Bank, by the Agent or its counsel  regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company or the Bank, by  the Agent regarding the Agent is set forth in the Prospectus under the caption The Conversion and Stock Offering — Marketing Arrangements.

(c) 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 connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or  claims in the same jurisdiction arising out of the same general allegations or circumstances.

Section 10. Contribution. 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 Company, the Bank or the Agent, the  Company, the Bank and the Agent shall contribute to the aggregate losses, claims, damages and liabilities

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(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 Company, the Bank 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  Company from the sale of the Shares in the Offering, and the Company and the Bank shall be responsible for the balance. If, however, the  allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by  such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Company and the Bank on the one hand  and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions,  proceedings or claims in respect thereto), but also the relative benefits received by the Company and the Bank on the one hand and the Agent on  the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the  untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by  the Company and the Bank on the one hand or the Agent on the other and the parties' relative intent, good faith, knowledge, access to information  and opportunity to correct or prevent such statement or omission. The Company, the Bank and the Agent agree that it would not be just and  equitable if contribution pursuant to this Section 10 were determined by pro-rata allocation or by any other method of allocation which does not  take into account the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified party as a result  of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 10 shall be  deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any  such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be  required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding  reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent's liability is essential to  the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this  Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to  contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company, the Bank and the  Agent under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Agent may otherwise have. For  purposes of this Section 10, each of the Agent's, the Company's or the Bank's officers and directors and each person, if any, who controls the  Agent or the Company or the Bank within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent on  the one hand, or, the Company or the Bank on the other hand. Any party entitled to contribution, promptly after receipt of notice of  commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against  another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall  not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section  10.

Section 11. Survival of Agreements, Representations and Indemnities. The respective indemnities of the Company, the Bank and the Agent, the  representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement and  the provisions relating to contribution shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any  investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 9 hereof, and shall  survive the termination of this Agreement and the issuance of the Shares, and any successor or assign of the Agent, the Company and the Bank,  and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

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Section 12. Termination. The Agent may terminate this Agreement by giving the notice indicated below in this Section 12 at any time after this  Agreement becomes effective as follows:

(a) 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 shall have suspended (except  that this shall not apply to the imposition of NYSE trading collars imposed on program trading); or if the United States shall have become involved  in a war or major hostilities; or if a general banking moratorium has been declared by a state or federal authority which has a material effect on the  Company 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 the Bank, or if the Bank 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 Bank.

(b) In the event the 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 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) and (d), 7, 9 and 10 hereof.

(c) 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 Company of  such cancellation in writing or by telegram 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), 7, 9 and 10 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the Company and the Bank shall be notified promptly by telephone  or telegram, confirmed by letter.

The Company or the Bank may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or  covenants contained in Section 5 and such breach has not been cured after the Company or the Bank has provided the Agent with notice of such  breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 13. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the  Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., Investment Banking, 10 South Wacker Drive,  Suite 3400, Chicago, Illinois 60606, Attention: Harold T. Hanley, III, Managing Director (with a copy to Silver, Freedman & Taff, L.L.P, 3299 K  Street, N.W., Suite 100, Washington, D.C. 20007, Attn: Martin L. Meyrowitz, P.C.) and, if sent to the Company or the Bank, shall be mailed,  delivered or telegraphed and confirmed to the Company at 106 Washington Avenue, P.O. Box 869, Athens, Tennessee, 37371-0869, Attn: Jeff  Cunningham, President and Chief Executive Officer (with a copy to Kilpatrick Stockton LLP, 607 14th Street, N.W., Suite 900, Washington, D.C.,  2005, Attn: Victor L. Cangelosi, Esq.).

Section 14. Parties. The Company and the Bank shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly  given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request,  notice, consent,

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waiver or agreement purportedly given on behalf of the Company or the Bank, when the same shall have been given by the undersigned or any  other officer of the Company or the Bank. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the Company,  the Bank and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy  or claim under or in respect of or by virtue of this Agreement or any provision herein contained. It is understood and agreed that this Agreement is  the exclusive agreement among the parties hereto, and supersedes any prior agreement among the parties and may not be varied except in writing  signed by all the parties.

Section 15. Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the  Agent and the Company and the Bank. At the closing, the Company and the Bank shall deliver to the Agent in next day funds the commissions,  fees and expenses due and owing to the Agent as set forth in Sections 2 and 7 hereof and the opinions and certificates required hereby and other  documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby  and pursuant to the terms of the Prospectus.

Section 16. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation  shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other  circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full  extent permitted by law.

Section 17. Construction. This Agreement shall be construed in accordance with the laws of the State of New York without regard to principles of  conflicts of law.

Section 18. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original,  but all of which together shall constitute but one and the same instrument.

Section 19. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as  though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior  or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or  terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the  party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Section 20. Waiver of Trial by Jury. Each of the Agent and the Company and the Bank waive all rights to trial by jury in any action, proceeding,  claim or counterclaim (whether based on contract, tort or otherwise) related to or arising out of this Agreement.

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If the foregoing correctly sets forth the arrangement among the Company, the Bank and the Agent, please indicate acceptance thereof in the space  provided below for that purpose, whereupon this letter and the Agent's acceptance shall constitute a binding agreement.

Accepted as of the date first above written

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          Very truly yours,                   ATHENS FEDERAL COMMUNITY BANK        ATHENS BANCSHARES CORPORATION           By Its Authorized Representative        By Its Authorized Representative:

Jeff Cunningham        Jeff Cunningham President and Chief Executive Officer        President and Chief Executive Officer

          KEEFE, BRUYETTE & WOODS, INC.    By its Authorized Representative

    Harold T. Hanley, III, Managing Director     Managing Director 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]:
It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be  required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding  reimbursable expenses) to the Agent under this Agreement.