Charter Financial Corporation (a Maryland-chartered Stock Corporation) Up to Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • January 29th, 2013 • Charter Financial Corp • Savings institution, federally chartered • Maryland
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) as representative of the several Agents and Sterne Agee & Leach, Inc. (“Sterne Agee”, and together with Stifel the “Agents”) propose to enter into an Agency Agreement (the “Agency Agreement”) with Charter Financial Corporation, a newly-formed Maryland corporation (the “Company”), Charter Financial Corporation, a federally-chartered stock corporation (the existing corporation referred to herein as the “Mid-Tier”), First Charter, MHC, a federally chartered mutual holding company (the “MHC”) and Charter Bank, a federally-chartered savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Charter Parties”), providing for the public offering (the “Public Offering”) by the Agents, of up to [super max] shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
