0000950159-13-000278 Sample Contracts

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UNITED STATES DEPARTMENT OF THE TREASURY
Carrollton Bancorp • April 25th, 2013 • State commercial banks

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

JEFFERSON BANCORP, INC. FORM 2010 STOCK OPTION AGREEMENT EMPLOYEES and DIRECTORS
Form 2010 Stock Option Agreement • April 25th, 2013 • Carrollton Bancorp • State commercial banks • Delaware

This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated below by and between Jefferson Bancorp, Inc., a Delaware corporation (the “Company”), and the person named below (“Optionee”).

United States Department of the Treasury
Securities Purchase Agreement • April 25th, 2013 • Carrollton Bancorp • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2013 • Carrollton Bancorp • State commercial banks • Maryland

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of January, 2013, by and between David E. Borowy, a resident of Maryland (“Employee”) and Bay Bank, FSB, a federally chartered savings bank (“Employer”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2013 • Carrollton Bancorp • State commercial banks • Maryland

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of June 30, 2010 by and between Kevin B. Cashen, a resident of Maryland (“Employee”) and Bay Bank, FSB, a federally chartered savings bank (“Employer”).

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