Exhibit 1.3

CINCINNATI BANCORP, INC.

(a Maryland corporation)

Up to 1,437,356 Shares

(Subject to Increase to up to 1,652,960 Shares)

COMMON STOCK

(Par Value $0.01 Per Share)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

_______________, 2019

Keefe, Bruyette & Woods, Inc.

70 West Madison Street

Suite 2401

Chicago, Illinois 60602

Ladies and Gentlemen:

Cincinnati Bancorp, Inc., a Maryland corporation (“CBI”), Cincinnati Bancorp, a federally-chartered stock corporation (the “Company”), CF Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”), and Cincinnati Federal, a federally-chartered stock savings bank (the “Bank”) (collectively, CBI, the Company, the MHC and the Bank are the “CF Parties”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Agent”), as follows:

Section 1. The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”).

In connection with the Conversion, CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other Members”). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Butler, Clermont, Hamilton and Warren counties in Ohio, Dearborn County in Indiana, and Boone, Campbell and Kenton counties in Kentucky; (ii) the Company’s public stockholders at the close of business on ____________, 2019; and (iii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the 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”) as described in subsection 4(a)(iii) below.

Pursuant to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of CBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI expects to issue up to 1,150,144 Shares in the exchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”).

Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

CBI has filed with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) a Registration Statement on Form S-1 (File No. 333-233708) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by CBI 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 included in the Registration Statement at the time it initially becomes 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively.

In connection with the Conversion, the MHC filed with the Federal Reserve an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices and amendments thereto, the “Conversion Application”) as required by the Federal Reserve in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and the Conversion Regulations. CBI has also filed with the Federal Reserve an application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the HOLA and the regulations promulgated thereunder.

Section 2. Retention of Agent. Subject to the terms and conditions herein set forth, the CF Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the CF Parties with respect to CBI’s sale of the Shares in the Offering.

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 CF Parties as to the matters set forth in (i) the letter agreement, dated June 25, 2018, between the Company, the MHC, the Bank, and the Agent (the “Engagement Letter”) and (ii) the matters set forth in the amended and restated letter agreement, dated October 16, 2019, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the CF Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any applicable law, regulation, decision or order.

Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the CF Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Community Offering (the “End Date”). All fees or expenses due to the Agent hereunder 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 CF Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters.

In the event CBI is unable to sell a minimum of 1,062,394 Shares by the End Date, this Agreement shall terminate and CBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest or cancel their deposit withdrawal authorizations, 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 Sections 4(a), 10, 12, 13 and 14 hereof.

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, CBI 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 (as hereinafter defined) against payment to CBI by any means authorized by the Plan; provided, however, that no funds shall be released to CBI until the conditions specified in Section 11 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 mutually acceptable to the CF Parties and the Agent. Certificates for Shares, or alternatively statements of ownership for Shares, shall be delivered directly to the purchasers in accordance with their directions. The date upon which CBI shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.”

Section 4. Compensation. (a) The Agent shall receive the following compensation for its services hereunder:

Section 5. 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 CF Parties (the “Closing”). At the Closing, the CF Parties 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 4 and 10 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 set forth in the Prospectus.

Section 6. Representations and Warranties of the CF Parties.

The CF Parties jointly and severally represent and warrant to the Agent that:

Section 7. Representations and Warranties Of The Agent. The Agent represents and warrants to the Company that:

Section 8. Covenants of the CF Parties.

The CF Parties hereby jointly and severally covenant with the Agent as follows:

Section 9. Covenants Of The Agent. The Agent hereby covenants with the CF Parties as follows:

Section 10. Payment of Expenses. Whether or not the Conversion is completed or the sale and issuance of the Shares by CBI is consummated, the CF Parties will pay for all their expenses incident to the performance of this Agreement customarily borne by issuers, including without limitation: (a) the preparation and filing of the Conversion Application and the Holding Company Application; (b) the preparation, printing, filing, delivery and mailing of the Registration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Company under the securities or blue sky laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (d) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5310; (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) expenses relating to advertising, temporary personnel, investor meetings and stock information center; (h) transfer agent fees and costs of preparation and distribution of stock certificates; and (i) any fees or expenses associated with listing on the NASDAQ. In the event that the Agent incurs any expenses on behalf of the CF Parties, the CF Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth above.

Section 11. Conditions to the Agent’s Obligations. The obligations of the Agent hereunder are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the CF Parties herein contained are, at and as of the commencement of the Offering and (except to the extent such representations and warranties speak as of an earlier date) at and as of the Closing Date, true and correct in all material respects (except to the extent such representations or warranties are qualified as to materiality, in which case they shall be true and correct in all respects), the condition that the CF Parties shall have performed, in all material respects, all of their obligations hereunder to be performed on or before such dates and to the following further conditions:

Section 12. Indemnification.

Section 13. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 12 is due in accordance with its terms but is found in a final judgment by a court to be unavailable from the CF Parties or the Agent, the CF Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such indemnification (including any investigation, legal and other expenses incurred in connection therewith and any amount paid in settlement of any action, suit, or proceeding of any claims asserted, but after deducting any contribution received by the CF Parties or the Agent from persons other than the other party thereto, who may also be liable for contribution) in such proportion so that (i) the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 4 of this Agreement (not including expenses) (“Agent’s Fees”), less any portion of Agent’s Fees paid by Agent to Assisting Brokers, bears to the total proceeds received by the CF Parties from the sale of the Shares in the Offering, net of all expenses of the Offering, except Agent’s Fees and (ii) the CF Parties shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 12 above, then each indemnifying party shall contribute to such amount paid or payable to such indemnified party in such proportion as is appropriate to reflect not only such relative benefits received by the CF Parties on the one hand and the Agent on the other from the Offering, but also the relative fault of the CF Parties 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 thereof), as well as any other relevant equitable considerations. The relative benefits received by the CF Parties on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total proceeds from the Offering, except Agent’s fees, net of all expenses of the Offering, received by the CF Parties bear, with respect to the Agent, to the total fees (not including expenses) received by the Agent less the portion of such fees paid by the Agent to Assisting Brokers. 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 CF Parties 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 CF Parties and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 13 were determined by pro-rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 13. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to above in this Section 13 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 which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement, less the portion of such fees paid by the Agent to Assisting Brokers. It is understood and agreed 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 with respect to any loss or liability arising from such misrepresentation from any person who was not found guilty of such fraudulent misrepresentation. The duties, obligations and liabilities of the CF Parties and the Agent under this Section 13 and under Section 12 shall be in addition to any duties, obligations and liabilities which the CF Parties and the Agent may otherwise have. For purposes of this Section 13, each of the Agent’s and the CF Parties’ officers, directors and controlling persons within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the CF Parties and the Agent. 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 13, 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 13. Notwithstanding anything to the contrary in this Agreement, none of the CF Parties shall provide any contribution under this Agreement to the extent prohibited by applicable securities and banking laws and regulations, including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.

Section 14. Survival.

Section 15. Termination.

Section 16. 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., 70 West Madison Street, Suite 2401, Chicago, Illinois 60602, Attention: James Crotty (with a copy to Vorys, Sater, Seymour and Pease LLP, 301 East Fourth Street, Suite 3500, Great American Tower, Cincinnati, Ohio 45202, Attention: Kimberly J. Schaefer, Esq. and to Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4^th Floor, New York, New York 10019, Attention: Chief Counsel – Investment Banking), and, if sent to the CF Parties, shall be mailed, delivered or telegraphed and confirmed to CBI, the Company, the MHC, and/or the Bank at Cincinnati Federal, 6581 Harrison Avenue, Cincinnati, Ohio 45247, Attention:  Joseph V. Bunke, President (with a copy to Luse Gorman, PC, 5335 Wisconsin Avenue, NW, Suite 780, Washington, DC 20015, Attention: Victor Cangelosi, Esq.).

Section 17. Parties. This Agreement shall inure to the benefit of and be binding upon the Agent and the CF Parties, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 12 and 13 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject matter hereof, supersedes any prior Agreement among the parties and may not be varied except by a writing signed by all parties (except for specific references to the Engagement Letter) and may not be varied except in writing signed by all the parties.

Section 18. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstances 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 circumstance 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 19. Construction. This Agreement shall be construed in accordance with the laws of the State of New York.

Section 20. Counterparts. This Agreement may be executed in separate counterparts and by facsimile or electronic delivery, including by e-mail delivery of a .pdf or scan of a manual signature, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

[Remainder of page intentionally blank. Signatures follow]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms.

Very truly yours,