AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2015 • Edgewater Bancorp, Inc. • Savings institution, federally chartered • Michigan
This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of August 19, 2015 (the “Effective Date”) and amends and restates that certain Employment Agreement dated January 16, 2014, by and between Edgewater Bank, a federal stock savings association (the “Bank”) and Coleen S. Frens-Rossman (“Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Edgewater Bancorp, Inc., the holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder.
September 6, 2013 Edgewater Bank Saint Joseph, MI 49085 Attention: Richard Dyer, President & Chief Executive Officer Mr. Dyer:Financial Advisory Agreement • September 12th, 2013 • Edgewater Bancorp, Inc. • New York
This letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Edgewater Bank (“Edgewater” or the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank (the “Conversion”) and the concurrent sale of common stock of a stock holding company (“NewCo” and together with Edgewater, the “Company”) to be formed by Edgewater. Sterne Agee understands that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Community Offering and/or a Syndicated Community Offering (the “Community Offering” and, together with the Subscription Offering, the “Offering”). This letter sets forth the terms and conditions agreed to between the Company and Sterne Agee with respect to the Conversion, the Plan and the
SECOND AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013Letter Agreement • November 6th, 2013 • Edgewater Bancorp, Inc. • Savings institution, federally chartered
This second amendment (the “Amendment”) to the letter agreement dated June 28, 2013 between Sterne, Agee & Leach, Inc. (“Sterne Agee”) and Edgewater Bank. (the “Bank”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 31st day of October 2013.
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • September 12th, 2013 • Edgewater Bancorp, Inc.
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Edgewater Bank (hereinafter referred to as “Edgewater”), relating to the mutual to stock conversion of Edgewater and stock offering (“the “Stock Offering”) of Edgewater. KELLER will provide a pro forma valuation of the market value of the shares of Edgewater to be sold in connection with the standard conversion.
EDGEWATER BANCORP, INC. up to 874,000 Shares (subject to increase up to 1,005,100 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • October 23rd, 2013 • Edgewater Bancorp, Inc. • Savings institution, federally chartered • New York
FIRST AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013Letter Agreement • October 23rd, 2013 • Edgewater Bancorp, Inc. • Savings institution, federally chartered
This first amendment (the “Amendment”) to the letter agreement dated June 28, 2013 between Sterne, Agee & Leach, Inc. (“Sterne Agee”) and Edgewater Bank. (the “Company”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 10th day of October 2013.
