0001193125-08-133629 Sample Contracts

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 13th, 2008 • ES Bancshares, Inc. • Savings institution, federally chartered

In connection with the modification (“Warrant Modifications”) of certain of the terms of the common stock purchase warrants (“Warrants”) of ES Bancshares, Inc. (the “Company”) whereby all of the Warrant Certificates of the Company will be exchanged for new Warrant Certificates that represent the modified terms of such Warrants, CUSIP # 296049 125, at the effective time of the Warrant Modifications (“Effective Date”), each issued and outstanding Warrant Certificate will be converted into the right to receive an equal number of new Warrant Certificates of the Company.

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