4 Transaction Advisory Appointments For Invictus’ services as Investment Manager or Advisor for an ESOP transaction, Invictus will receive a transaction fee from the Company, of which a portion disclosed in the agreement is payable upon the execution of the letter agreement, with the remaining amount payable upon either the sixtieth (60th) day following the execution of the agreement, or upon the completion of the engagement, whichever event occurs first. The Company will also pay the reasonable out-of-pocket expenses incurred in connection with the services the Fiduciaries perform relating to the subject transaction, such as copying expenses, long-distance telephone charges, private express mail deliveries, and travel expenses, based on customary rates that commercial air carriers, hotels and other services providers charge. On-Going Advisory Appointments For our services as an Investment Manager or Advisor to an ESOP Fiduciary in an on-going capacity, Invictus will generally receive an annual fee based upon the fair market value of the assets in the ESOP as of the ESOP’s fiscal year-end of the prior year (the “fee valuation date”). This annual fee will be calculated in the following manner: First $10,000,000 15 basis points Next $40,000,000 5 basis points Values in Excess of$50,000,000 2.5 basis points The annual fee will be payable by the Company or the ESOP in four equal quarterly installments. Each quarterly installment will be charged at one-fourth the annual fee rate and payment shall be due within 30 days following the beginning of each calendar quarter. If the fair market value

of the assets in the ESOP as of the “fee valuation date” has not been determined at the time when a quarterly installment payment is to be made, then the amount of such payment will be based upon such fair market value as of the end of the plan year immediately preceding the “fee valuation date” until the fair market value as of the “fee valuation date” can be determined. When the fair market value of the assets in the ESOP as of the “fee valuation date” has ultimately been determined, the Company or the ESOP will increase (or decrease) its subsequent quarterly installments until it has paid Invictus, the amount due in accordance with the calculation method described above. We generally require clients to pay our fees via check. Invictus maintains a minimum annual fee of $15,000.00. In addition to our annual investment management or advisory fee, Invictus charges a distribution transaction fee of $35.00 for each participant distribution made during the plan year. This distribution transaction fee includes the preparation of the appropriate tax reporting form for each plan participant recipient. Finally, the Company will also pay the reasonable out-of-pocket expenses incurred in connection with the services the Fiduciaries perform in their respective roles as Investment Manager and trustee to the ESOP, such as copying expenses, long-distance telephone charges, private express mail deliveries, and travel expenses, based on customary rates charged by commercial air carriers, hotels, and other service providers. Members of Invictus worked with certain of the Companies while the Members were employees of