ES Bancshares, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 6th, 2010 • ES Bancshares, Inc. • Savings institution, federally chartered • New York
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SUBSCRIPTION AGREEMENT for ES BANCSHARES, INC. COMMON SHARES, PAR VALUE $0.01 PER SHARE
Subscription Agreement • February 9th, 2012 • ES Bancshares, Inc. • Savings institution, federally chartered • New York

Subscription Agreement, dated February 9, 2012 (together with any attachments, annexes or exhibits hereto, collectively, this “Agreement”), between ES Bancshares, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and the Investor listed on the signature page hereof (the “Investor”).

EMPIRE STATE BANK, N.A.
Stock Option Agreement • March 31st, 2008 • ES Bancshares, Inc. • Savings institution, federally chartered
EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2006 • ES Bancshares, Inc. • New York

This Employment Agreement (“Agreement”), dated as of the 20th, day of October ,2005 (the “Effective Date”), is by and between Empire State Bank, NA, a national banking association (“ESB”), and Arthur Budich (the “Executive”). ESB and the Executive are sometimes collectively referred to herein as the “parties.”

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 13th, 2008 • ES Bancshares, Inc. • Savings institution, federally chartered

In connection with the modification (“Warrant Modifications”) of certain of the terms of the common stock purchase warrants (“Warrants”) of ES Bancshares, Inc. (the “Company”) whereby all of the Warrant Certificates of the Company will be exchanged for new Warrant Certificates that represent the modified terms of such Warrants, CUSIP # 296049 125, at the effective time of the Warrant Modifications (“Effective Date”), each issued and outstanding Warrant Certificate will be converted into the right to receive an equal number of new Warrant Certificates of the Company.

Contract
Agreement and Plan of Share • April 6th, 2006 • ES Bancshares, Inc. • New York

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Plan"), made and entered into as of the 21st day of March, 2006, between Empire State Bank, National Association (the "Bank"), a national bank organized under the laws of the United States of America, and ES Bancshares, Inc. (the "Company"), a Maryland corporation.

ORGANIZER’S WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF EMPIRE STATE BANK, NA
ES Bancshares, Inc. • May 1st, 2006 • Savings institution, federally chartered • Maryland

This is to certify that, FOR VALUE RECEIVED, the undersigned (the “Holder”), in exchange for the surrender of warrant No. ___ (the “Prior Warrant”) to purchase ____ shares of the common stock of Empire State Bank, N.A., a national banking association (the “Bank”), is entitled to purchase, subject to the provisions of this warrant (the “Warrant”), from ES Bancshares, Inc. (the “Company”) ____________ shares of the Company’s common stock, $.01 par value per share (the “Stock”), at a price (the “Exercise Price”) of $10.00 per share. The effective date of this Warrant and of the surrender of the Prior Warrant shall be the date of completion of the holding company reorganization (the “Reorganization”) of the Bank pursuant to which the Company shall become the holding company of the Bank. This Warrant shall not be exercisable until the completion of the Reorganization and, if the Reorganization shall be withdrawn or abandoned, this Warrant shall be of no force or effect.

EMPIRE STATE BANK, N.A.
2004 Stock Option Plan • March 31st, 2008 • ES Bancshares, Inc. • Savings institution, federally chartered
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