EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2013 • Edgewater Bancorp, Inc. • Michigan
This Employment Agreement (this “Agreement”) is made effective as of , 2013 (the “Effective Date”), by and between Edgewater Bank, a federal stock savings association (the “Bank”) and Richard E. Dyer (“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:Letter 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
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSEdgewater Bancorp, Inc. • September 12th, 2013
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.
