ATLANTIC COAST FINANCIAL CORPORATION (a Maryland-chartered Stock Corporation) Up to 17,250,000 Shares (Subject to Increase Up to 19,837,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENT August , 2007Agency Agreement • August 8th, 2007 • Atlantic Coast Financial CORP • Savings institution, federally chartered • New Jersey
Atlantic Coast Federal Corporation, a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Atlantic Coast Financial Corporation, a newly-formed Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Atlantic Coast Federal, MHC, a federally-chartered mutual holding company that owns 63.8% of the outstanding common stock of the Mid-Tier Holding Company (the “MHC”), and Atlantic Coast Bank, a federally-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively with the Holding Company, the MHC and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Ryan Beck & Co., Inc. (“Ryan Beck” or “Agent”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”) and Jon C. Parker, Sr. (“Executive”) and is effective as of , 2007 (the “Effective Date”). References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”), and Robert J. Larison, Jr. (“Executive”) and is effective as of July 1, 2007 (the “Effective Date”). References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
