0001174947-16-002461 Sample Contracts

AMENDED AND RESTATED Director Fee continuation AGREEMENT
Continuation Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

THIS AGREEMENT, made and entered into this 29th day of December, 2008, by and between First Colebrook Bank, a bank organized and existing under the laws of the State of New Hampshire (hereinafter referred to as the “Bank”), and Malcolm R. Washburn, a director of the Bank (hereinafter referred to as the “Director”).

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LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Endorsement Method Split Dollar Plan Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

AMENDED AND RESTATED executive salary continuation AGREEMENT
Salary Continuation Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

THIS AGREEMENT, made and entered into this 29th day of December, 2008, by and between First Colebrook Bank, a bank organized and existing under the laws of the State of New Hampshire (hereinafter referred to as the “Bank”), and James E. Tibbetts, an executive of the Bank (hereinafter referred to as the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

Change in Control Agreement (the “Agreement”) made as of this 7th day of February, 2013, between Susan K. Robidas, an individual residing at 6487 Vt Route 102, Bloomfield, Vermont (the “Executive”), and First Colebrook Bank, a bank organized and existing under the laws of the State of New Hampshire, 132 Main Street, Colebrook, New Hampshire 03578 ( (the “Bank”).

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
First Colebrook Bancorp, Inc. • April 14th, 2016 • State commercial banks • New Hampshire

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

THIS ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (“Addendum”), made and entered into as of this first day of January, 2016, by and between Granite Bank (f/k/a First Colebrook Bank), a bank organized and existing under the laws of the State of New Hampshire, 132 Main Street, Colebrook, New Hampshire 03576 (hereinafter referred to as the “Bank”), and Loyd Dollins, 92 County Road, Bedford, New Hampshire 03110 (hereinafter referred to as the “Executive”).

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
First Colebrook Bancorp, Inc. • April 14th, 2016 • State commercial banks
AMENDMENT TO THE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR AVIS BROSSEAU
Dollar Plan Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

THIS AMENDMENT, made and entered into this 10th day of October, 2014, by and between First Colebrook Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the "Bank"), and Avis Brosseau, an Executive of the Bank (hereinafter referred to as the "Executive"), shall effectively amend the First Colebrook Bank Endorsement Method Split Dollar Plan dated July 20, 2003 (hereinafter referred to as the "Agreement") as specifically set forth herein. Pursuant to Section XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:

SUBORDINATED LOAN AGREEMENT
Confidentiality Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New York

THIS SUBORDINATED LOAN AGREEMENT (this “Agreement”) is dated as of March 22, 2016 (the “Agreement Date”), and is made by and between First Colebrook Bancorp, Inc., a Delaware corporation (“Borrower”), and StoneCastle Financial Corp., a Delaware corporation (“Initial Lender”).

AMENDMENT TO THE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR JAMES E. TIBBETTS
Dollar Plan Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks

THIS AMENDMENT, made and entered into this 23rd day of December, 2014, by and between First Colebrook Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the "Bank"), and James E. Tibbetts, an Executive of the Bank (hereinafter referred to as the "Executive"), shall effectively amend the First Colebrook Bank Endorsement Method Split Dollar Plan dated January 27, 1999 (hereinafter referred to as the "Agreement") as specifically set forth herein. Pursuant to Section XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:

SMALL BUSINESS LENDING FUND — SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks
AMENDED AND RESTATED executive salary continuation AGREEMENT
Continuation Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

THIS AGREEMENT, made and entered into this 31st day of December, 2008, by and between First Colebrook Bank, a bank organized and existing under the laws of the State of New Hampshire (hereinafter referred to as the “Bank”), and Loyd W. Dollins, an executive of the Bank (hereinafter referred to as the “Executive”).

FIRST COLEBROOK BANCORP, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • April 14th, 2016 • First Colebrook Bancorp, Inc. • State commercial banks • New Hampshire

This Subscription Agreement (the “Agreement”) is the agreement pursuant to which you may subscribe to purchase shares of the common stock of First Colebrook Bancorp, Inc. (the “Company”), par value $1.50 per share (the “common stock”), which are being offered by the Company on the terms described in the Company’s Offering Circular dated April ____, 2016 (the “Offering Circular” and “Offering”). All Agreements should be mailed or hand delivered to the Company at the following address: First Colebrook Bancorp, Inc., 132 Main Street, Colebrook, New Hampshire 03576, Attention: Avis E. Brosseau, Chief Financial Officer.

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