0001188112-13-002007 Sample Contracts

Waterstone Financial, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT
Agency Agreement • July 18th, 2013 • Waterstone Financial, Inc. • Savings institution, federally chartered • New York

Payment for Securities purchased by us shall be made at the offices of Sandler O’Neill, 1251 Avenue of Americas., 6th Floor, New York, New York 10020, at the Offering Price (as hereinafter defined), or, if you shall advise us, at such price less the Concession to dealers (as hereinafter defined) or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, payable in New York Clearing House funds against delivery of the Securities. If Securities are purchased and paid for at such Offering Price, such Concession will be paid after the termination of the provisions of Section 3(b) hereof with respect to such Securities. Notwithstanding the foregoing, unless we give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member,

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WATERSTONE MORTGAGE CORPORATION
Employment Agreement • July 18th, 2013 • Waterstone Financial, Inc. • Savings institution, federally chartered

This Employment Agreement (the "Agreement") by and between WATERSTONE MORTGAGE CORPORATION (the "Company") and ERIC J. EGENHOEFER ("Employee") is hereby entered into and effective as of the Closing Date. This Agreement hereby supersedes any other employment agreements or understandings; written or oral, between the Company and Employee.

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