AGENCY AGREEMENT

(a)

A Management Fee of $50,000, payable in four consecutive monthly installments of $12,500, all of which has been paid. Such fee is deemed to have been earned when due.

(b)

A Success Fee upon completion of the Offering of 1.50% of the aggregate purchase price of the Shares sold in the Subscription Offering and Community

Offering excluding shares contributed to the Foundation, purchased by the Bank’s officers, directors, or employees (or members of their immediate families), plus any employee stock ownership plan, tax-qualified or stock based compensation plans (except individual retirement accounts held by persons other than the Bank’s officers, directors, or employees or their immediate families), or similar plan created by the Bank or the Company for some or all of their directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee described in subparagraph 2(a).

(c)

If any of the Shares remain available after the Subscription Offering and Direct Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. KBW will endeavor to distribute the Shares among the Selected Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. KBW will be paid a fee not to exceed 5.5% of the aggregate purchase price of the shares sold by the Selected Dealers. From this fee, KBW will pass on to the Selected Dealers who assist in the such 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 KBW shall be transmitted by KBW to such Selected Dealers. The decision to utilize Selected Dealers will be made by the Bank upon consultation with KBW. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 4(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraph 4(b).

(a)

Each of the United Community Parties has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, and, as of the Closing Date, each of the United Community Parties will have all such power, authority, authorizations, approvals and orders as may

be required to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company and to contribute the Foundation Shares to the Foundation, as provided herein and as described in the Prospectus. The consummation of the Reorganization, the execution, delivery and performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of each of the United Community Parties. This Agreement has been validly executed and delivered by each of the United Community Parties, and is a valid, legal and binding obligation of each of the United Community Parties, in each case 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, or the rights of creditors of insured financial institutions and their holding companies, (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, (iii) the extent, if any, that the provisions of Sections 12 or 13 hereof may be unenforceable as against public policy.

(b)

The Registration Statement was declared effective by the Commission on [                    ], 2006. No stop order has been issued with respect to the Prospectus. No proceedings related to the Prospectus have been initiated or, to the knowledge of the United Community Parties, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations. The Registration Statement and the Prospectus 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. At the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date, the Registration Statement, including the Prospectus (including any amendment or supplement thereto) and, when taken together with the Prospectus, any Blue Sky Application or Sales Information (as such terms are defined in Section 12 hereof) authorized by any of the United Community Parties for use in connection with the Offering, will not contain an untrue statement of a material fact or omit to state a material fact 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 6(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the United Community Parties by the Agent expressly regarding the Agent or its counsel for use in the Prospectus under the caption “The Reorganization and Stock Offering—Marketing Arrangements” or in any Sales Information.

(c)

The MHC Notice, including the Prospectus and the proxy statement for the solicitation of proxies from members of the Bank for the special meeting to

approve the Plan (the “Proxy Statement”), was prepared by the Company and the Bank and filed with the OTS. The MHC Notice was approved by the OTS on [                    ], 2006. The Prospectus and Proxy Statement have each been authorized for use by the OTS. As of [                    ], 2006 and at all times subsequent thereto until the Closing Date, the MHC Notice, including the Prospectus and the Proxy Statement (including any amendment or supplement thereto), will comply in all material respects with the MHC Regulations, except to the extent waived in writing by the OTS. The MHC Notice, including the Prospectus and the Members’ Proxy Statement (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 6(c) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the MHC Notice under the caption “The Reorganization and Stock Offering - Marketing Arrangements.”

(d)

The Holding Company Application has been prepared by the Company and the MHC in material conformity with the requirements of the OTS and approved by the OTS. A conformed copy of the Holding Company Application has been delivered to the Agent and its counsel, receipt of which is hereby acknowledged by the Agent.

(e)

No order has been issued by the OTS, the Commission or any state securities administrator preventing or suspending the use of the Prospectus or any supplemental sales literature authorized by the United Community Parties for use in connection with the Offering, and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Reorganization is pending or, to the best knowledge of the United Community Parties, threatened.

(f)

Pursuant to the MHC Regulations, the Plan has been approved by the Board of Directors of the Bank and is subject to approval by the members of the Bank; at the Closing Date, the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the MHC Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization imposed upon the Bank by the OTS, the Commission or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Reorganization, and in the manner described in the Prospectus. To the best knowledge of the United Community Parties, no person has sought to obtain review of the final action of the OTS in approving the Plan, the MHC Notice or the Holding Company Application pursuant to applicable statutes or regulations.

(g)

Keller & Company, Inc., which prepared the Conversion Valuation Report for United Community Bancorp as of November 14, 2005 (as amended or supplemented, if so amended or supplemented) (the “Appraisal”), has advised the United Community Parties in writing that it is independent with respect to each of the United Community Parties within the meaning of the MHC Regulations, and the United Community Parties believe Keller & Company, Inc. to be expert in preparing appraisals of savings institutions.

(h)

Clark, Schaefer, Hackett & Co., which certified the audited financial statements filed as part of the Registration Statement and the MHC Notice, has advised the United Community Parties that it is an independent certified public accountant within the meaning of the Code of Ethics of the AICPA, and Clark, Schaefer, Hackett & Co. is, with respect to the United Community Parties and each subsidiary thereof, an independent certified public accountant as required by the 1933 Act and the 1933 Act Regulations.

(i)

The financial statements, schedules and notes related thereto that are included in the Prospectus fairly present in all material respects the financial condition, results of operations, equity and cash flows of the Bank 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 Title 12 of the Code of Federal Regulations, Regulation S-X of the SEC and generally accepted accounting principles (“GAAP”) (including those requiring the recording of certain assets at their current market value). Such financial statements, schedules and notes related thereto have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as noted in the Notes to the financial statements), 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, and any other applicable regulatory authority, except that accounting principles employed in such regulatory filings conform to the requirements of such authorities 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 financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein.

(j)

Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change in the financial condition, results of operations, capital, assets, properties or business of the United Community Parties, taken as a whole, 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 that are classified by the Bank as 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 have the United Community Parties issued any securities 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 United Community Parties that have not been disclosed in the Prospectus; (iv) there has not been any material adverse change in the aggregate dollar amount of the Bank’s deposits or its consolidated net worth; (v) there has been no material adverse change in the United Community Parties’ relationship with their insurance carriers, including, without limitation, cancellation or other termination of the United Community Parties fidelity bond or any other type of insurance coverage; (vi) there has been no material change in executive management of the United Community Parties; (vii) none of the United Community Parties 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) none of the United Community Parties is in default in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the United Community Parties conform in all material respects to the descriptions thereof contained in the Prospectus; and (x) none of the United Community Parties has any material contingent or other liabilities, except as set forth in the Prospectus.

(k)

At the Closing Date, the Company will be a stock corporation duly organized and validly existing under the laws of the United States, with corporate power and authority to own its properties and to conduct its business, as described in the Prospectus, and will be qualified to transact business and will be in good standing in Indiana and in each jurisdiction in which the conduct of business requires such qualification, unless the failure to qualify in one or more of such jurisdictions would not have a material adverse effect on the financial condition, results of operation, capital, properties, business affairs or prospects of the United Community Parties taken as a whole (a “Material Adverse Effect”). On the Closing Date, the Company will have obtained all licenses, permits and other governmental authorizations then required for the conduct of its business, except those that individually or in the aggregate would not have a Material Adverse Effect; and as of the Closing Date, all such licenses, permits and governmental authorizations will be in full force and effect, and the Company will be in compliance therewith in all material respects, and the Company will be in compliance in all material respects with all laws, rules, regulations and orders applicable to the operation of its business.

(l)

At the Closing Date, the MHC will be duly chartered and validly existing as a mutual holding company in good standing under the laws of the United States with corporate power and authority to own its property and conduct its business as described in the Prospectus.

(m)

[Reserved]

(n)

The Bank has been duly organized and is a validly existing federally chartered savings association in the mutual form of organization and upon the Reorganization will become a wholly owned subsidiary of the Company, 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 aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business; except where failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect. The Bank does not own equity securities or any equity interest in any other active business enterprise except the Federal Home Loan Bank of Indianapolis (the “FHLB-Indianapolis”) and United Community Bank Financial Services, Inc., a corporation organized under the laws of the State of Indiana, or as would not be material to the operations of the Bank. Upon completion of the Reorganization, (i) all of the authorized and outstanding capital stock of the Bank will be owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, claim or restriction of any kind and (ii) the Company will have no direct subsidiaries other than the Bank. At the Closing Date, the Reorganization will have been 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-Reorganization reports, and documents in compliance with the 1933 Act Regulations, all terms, conditions, requirements and provisions with respect to the Reorganization imposed by the OTS or any other governmental agency, if any, will have been complied with by the United Community Parties in all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied, waived or elapsed.

(o)

Upon the Reorganization, the authorized capital stock of the Bank will consist of 1,000 shares of common stock, of $1.00 par value per share (the “Bank Common Stock”), of which 100 shares of Bank Common Stock will be issued and outstanding as of immediately following the Reorganization; no additional shares of Bank Common Stock will be issued.

(p)

The Bank is a member of the FHLB-Indianapolis. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the maximum limits, and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the United Community Parties, threatened.

(q)

Upon consummation of the Reorganization, the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption “Capitalization” and no shares of Common Stock have been or will be issued and outstanding prior to the Closing Date (except for the shares issued upon incorporation of the Company); the Shares 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 the Prospectus, will be duly and validly issued and fully paid and nonassessable; the issuance of the Shares is not subject to preemptive rights, except for the subscription rights granted pursuant to the Plan; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Prospectus. Upon issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers of Shares against payment therefor as set forth in the Plan and the Prospectus, subject to such claims as may be asserted against the purchasers thereof by third party claimants.

(r)

None of the United Community Parties is (i) in violation of their respective charters or bylaws, as applicable or (ii) in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any 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, which would result in a Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) violate or conflict with the charter or bylaws of any of the United Community Parties; (ii) conflict with, or constitute a breach of or default under, any material contract, lease or other instrument to which any of the United Community Parties is a party or by which any of the properties of the United Community Parties may be bound, or any applicable law, rule, regulation or order, except for such violations, conflicts, breaches or defaults that would not individually or in the aggregate result in a Material Adverse Effect; (iii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the United Community Parties, except for such violations which would not have a Material Adverse Effect; or (iv) result in the creation of any material lien, charge or encumbrance upon any property of the United Community Parties, except for such liens, charges or encumbrances that would not individually or in the aggregate have a Material Adverse Effect.

(s)

All documents made available to or delivered or to be made available to or delivered by the United Community Parties 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 United Community Parties or their representatives, to the best knowledge of the United Community Parties, 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.

(t)

No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of any of the United Community Parties, 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 any of the United Community Parties is a party or by which any of their property is bound or affected in any respect which, in any such case, would have a Material Adverse Effect on the United Community Parties taken as a whole, and such agreements are in full force and effect; and no other party to any such agreements has instituted or, to the knowledge of any of the United Community Parties, threatened any action or proceeding wherein any of the United Community Parties is alleged to be in default thereunder under circumstances where such action or proceeding, if determined adversely to any of the United Community Parties, would have a Material Adverse Effect.

(u)

The United Community Parties have good and marketable title to all real property and good title to all other assets which are material to the businesses of the United Community Parties, free and clear of all liens, charges, encumbrances, restrictions or other claims, except such as are described in the Prospectus, the pledging of assets to secure advances from the FHLB, or where the absence of good and marketable title, or good title, as the case may be, or the existence of such liens, charges, encumbrances, restrictions or other claims would not have a Material Adverse Effect; and all of the leases and subleases which are material to the businesses of the United Community Parties, taken as a whole, including those described in the Registration Statement or Prospectus, are in force and effect.

(v)

The United Community Parties are not in violation of any directive from the OTS, or any other agency, to make any material change in the method of conducting their respective businesses 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); the United Community Parties have conducted and are conducting their respective businesses so as to comply in all respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the Commission and the OTS), except where the failure to so comply would not have a Material Adverse Effect, and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of any of the United Community Parties, threatened, which might materially and adversely affect the Reorganization, the performance of this Agreement, or the consummation of the transactions contemplated in the Plan as described in the Registration Statement, or which might result in a Material Adverse Effect.

(w)

Prior to the Closing Date, the United Community Parties will have received opinions of their special counsel, Muldoon Murphy & Aguggia LLP, with respect to the federal income tax consequences of the Reorganization and an opinion from Clark, Schaefer, Hackett & Co. with respect to the Indiana income tax consequences of the Reorganization; all material aspects of the opinions of Muldoon Murphy & Aguggia LLP and Clark, Schaefer, Hackett & Co. are accurately summarized in the Registration Statement and Prospectus, and the facts upon which such opinions are based are truthful, accurate and complete, and none

of the United Community Parties will intentionally take any action inconsistent therewith.

(x)

The Bank has filed all required federal and state tax returns, paid all taxes that have become due and payable, except where permitted to be extended or where the failure to pay such taxes would not have a Material Adverse Effect, and made adequate reserves for similar future tax liabilities to the extent required by GAAP, and no deficiency has been asserted with respect thereto by any taxing authority.

(y)

No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required for the execution and delivery by the United Community Parties of this Agreement, or the issuance of the Shares, except for the approval of the OTS and the Commission, such approvals as may be required under the rules of the NASD or the Nasdaq National Market System, and any necessary qualification, notification, or registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered.

(z)

None of the United Community Parties has: (i) issued any securities within the last 18 months except for (a) notes to evidence bank loans or other liabilities in the ordinary course of business or as described in the Prospectus, and (b) shares of Common Stock issued with respect to the initial capitalization of the Company; (ii) had any dealings with respect to sales of securities within the 12 months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the Offering and purchases and sales of U.S. government and agency and other securities in the ordinary course of business; or (iii) engaged any intermediary between the Agent and the United Community Parties in connection with the Offering or the offering of shares of the Common Stock of the Company, and no person is being compensated in any manner for such services. 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 Reorganization is not completed for whatever reason or for delivery to the Company if all Shares are sold.

(aa)

To the best knowledge of the United Community Parties, the United Community Parties have not made any payment of funds of the United Community Parties as a loan to any person for the purchase of Shares, except for the Company’s loan to the employee stock ownership plan, the proceeds of which may be used to purchase Shares, or has made any other payment or loan of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(bb)

The United Community Parties 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.

(cc)

None of the United Community Parties nor any properties owned or operated by any of them, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of any of the United Community Parties, threatened relating to the liability of any property owned or operated by any of the United Community Parties under any Environmental Law, except for such actions, suits or proceedings, or demands, claims, notices or investigations that, individually or in the aggregate, would not have a Material Adverse Effect. 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, whether by type or by quantity, including any material containing any such substance as a component.

(dd)

The United Community Parties have not relied upon Agent or its counsel for any legal, tax or accounting advice in connection with the Reorganization.

(ee)

The records used by the United Community Parties to determine the identity of Eligible Account Holders and Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.

(ff)

None of the United Community Parties is required to be registered as an investment company under the Investment Company Act of 1940.

(gg)

Any certificates signed by an officer of any of the United Community Parties and delivered to the Agent or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the United Community Parties to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(a)

The Agent is a corporation validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Indiana and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the United Community Parties 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 enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, 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 8 and 9 hereof may, with respect to the Agent, be unenforceable as against public policy).

(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 Certificate of Incorporation or Bylaws of the Agent or any material 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)

No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement.

(a)

The Company will not, at any time after the date the Registration Statement is initially filed, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel a reasonable opportunity to review and comment on such amendment or supplement. The Company will furnish promptly to the Agent and its counsel copies of all correspondence from the Commission with respect to the Registration Statement and the Company’s responses thereto.

(b)

The United Community Parties will not, at any time after the date any Application is approved, file any amendment or supplement to any Application without providing the Agent and its counsel a reasonable opportunity to review and comment on the nonconfidential portions of such amendment or supplement. The United Community Parties will furnish promptly to the Agent and its counsel copies of all correspondence from the OTS with respect to the Applications and the United Community Parties’ responses thereto.