CARROLL BANCORP, INC. (a Maryland corporation) Up to 448,500 Shares (Subject to Increase Up to 515,775 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENT June , 2011Agency Agreement • June 2nd, 2011 • Carroll Bancorp, Inc. • State commercial banks • Missouri
CONFIDENTIALRecords Processing Services Agreement • March 11th, 2011 • Carroll Bancorp, Inc.
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Carroll Community Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion.
WARRANT AGREEMENTWarrant Agreement • December 24th, 2013 • Carroll Bancorp, Inc. • State commercial banks • Maryland
¨ an uncertified check drawn on a U.S. bank payable to “Registrar and Transfer Company as warrant offering agent for various holders.”
SUBSCRIPTION AGREEMENTSubscription Agreement • January 26th, 2015 • Carroll Bancorp, Inc. • State commercial banks • Maryland
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made by and between Carroll Bancorp, Inc., a Maryland corporation (the “Company”), and the undersigned subscriber whose name and address are set forth on the signature page to this Agreement (“Subscriber”).
February 4, 2011Appraisal Services Agreement • March 11th, 2011 • Carroll Bancorp, Inc.
This letter sets forth the agreement between Carroll Community Bank, Sykesville, Maryland (the “Bank”), and RP® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction and holding company reorganization. The specific appraisal services to be rendered by RP Financial are described below.
Carroll Bancorp, Inc. 2011 Stock Option Plan Incentive Stock Option Grant AgreementIncentive Stock Option Grant Agreement • January 29th, 2013 • Carroll Bancorp, Inc. • State commercial banks • Maryland
This Incentive Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Carroll Bancorp, Inc., a Maryland corporation (the “Corporation”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).
Carroll Bancorp, Inc. 2011 Stock Option Plan Stock Option Grant AgreementStock Option Grant Agreement • January 29th, 2013 • Carroll Bancorp, Inc. • State commercial banks • Maryland
This Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Carroll Bancorp, Inc., a Maryland corporation (the “Corporation”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2012 • Carroll Bancorp, Inc. • State commercial banks • Maryland
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 12th day of October, 2011, between Carroll Community Bank, a Maryland state-chartered commercial bank (“Bank”) and Carroll Bancorp, Inc., a Maryland corporation and a bank holding company (“Company”) and Russell J. Grimes, a resident of the State of Maryland (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2011 • Carroll Bancorp, Inc. • Maryland
THIS EMPLOYMENT AGREEMENT is made as of the 10 day of November, 2008, between Sykesville Federal Savings Association (“Employer”), a federally-chartered savings and loan association and Russell J. Grimes, a resident of the State of Maryland (“Employee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 10th, 2014 • Carroll Bancorp, Inc. • State commercial banks • Maryland
This Restricted Stock Award Agreement (“Award Agreement”) is made this 1st day of October, 2013, by and between Carroll Bancorp, Inc. (the “Corporation”), a Maryland corporation, and XXXXXXXX (the “Recipient”), an officer or employee of the Corporation.
CARROLL COMMUNITY BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2011 • Carroll Bancorp, Inc. • Maryland
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of , 2011, by and between Carroll Community Bank, a Maryland commercial bank (the “Bank”), (“Executive”) and Carroll Bancorp, Inc., a Maryland corporation (the “Company”).
Washington Real Estate Investment Trust SHOPPING CENTER LEASE BY AND BETWEEN Washington Real Estate Investment Trust as Landlord and Sykesville Federal Savings Association as TenantShopping Center Lease • March 11th, 2011 • Carroll Bancorp, Inc. • Washington
THIS AGREEMENT OF LEASE is made this 6 day of April, 2010 by and between Washington Real Estate Investment Trust, (“Landlord”), and Sykesville Federal Savings Association (“Tenant”).
Carroll Bancorp, Inc. SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF SHARES OF COMMON STOCK AND WARRANTS OFFERED PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED TO STOCKHOLDERS OF CARROLL BANCORP, INC. THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL...Subscription Rights Agreement • December 24th, 2013 • Carroll Bancorp, Inc. • State commercial banks
This letter is being distributed by Carroll Bancorp, Inc. (“Carroll Bancorp”) to all holders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on [—] (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for the purchase of Units. The Subscription Rights and the Units are described in the Carroll Bancorp prospectus dated [—] (the “Prospectus”).
