ATLANTIC COAST FINANCIAL CORPORATION (a Maryland-chartered stock corporation) Up to 2,300,000 Shares (Subject to Increase Up to 2,645,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2010Agency Agreement • November 18th, 2010 • Atlantic Coast Federal Corp • Savings institution, federally chartered • New York
Atlantic Coast Federal Corporation, a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Atlantic Coast Financial Corporation, a Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Atlantic Coast Federal, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 65.1% of the outstanding common stock of the Mid-Tier Holding Company, and Atlantic Coast Bank, a federally-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC, and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or “Agent”), as follows:
