Athens Federal
Community Bank
106 Washington Avenue NW
Athens, Tennessee 37303
Attention: Jeffrey L Cunningham President
This letter
confirms the engagement of Keefe, Bruyette and Woods, Inc
(“KBW”) to act as the Records Agent to Athens Federal
Community Bank the “Bank”) in connection with the
Bank’s proposed conversion from the mutual to the stock form
of organization pursuant to a Plan of Conversion (the
“Conversion”). In order to effect the conversion, it is
contemplated that all of’ the Bank’s common stock to be
outstanding pursuant to the Conversion will be issued to a holding
company ( the “Holding Company”) to be formed by the
Bank, and that the Holding Company will offer and sell shares of
its common stock (the “Common Stock”) to eligible
persons in a Subscription Offering, with any remaining shares
offered to the general public in a Direct Community Offering and,
under certain circumstances, to the general public in a Syndicated
Community Offering (the Subscription Offering, Direct Community
Offering and any Syndicated Community Offering are collectively
referred to herein as the “Offerings”). The Bank and
the Holding Company are sometimes collectively referred to herein
as the “Company”.
Records
Agent Services : As
Records Agent, and as the Company may reasonably request, we
anticipate our services will include the following, each as may be
necessary:
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1.
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Consolidation of Accounts and
Development of a Central File, including, but not limited to the
following:
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Consolidate accounts having the same
ownership and separate the consolidated file information into
necessary groupings to satisfy mailing requirements;
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Create the master file of account
holders as of key record dates; and
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Provide software for the operation
of the Company’s Stock Information Center, including
subscription management and proxy solicitation efforts.
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2.
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Preparation of Proxy Forms; Proxy
Solicitation and Special Meeting Services, including, but not
limited to the following:
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Assist the Company’s financial
printer with labeling of’ proxy materials for voting and
subscribing for stock;
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Provide support for any follow-up
mailings to members, as needed, including proxy grams and
additional solicitation materials;
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Proxy and ballot tabulation;
and
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Act
as Inspector of Election fox the Bank’s special meeting of
members, if’ requested, and the election is not
contested.
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3.
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Assist the Company in establishing
and managing a Stock Information Center at the Bank, including, but
not limited to the following:
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Advising on the physical location of
the Stock Information Center, including logistical and materials
requirements;
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Assist in training Bank
personnel;
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Establish recordkeeping and
reporting procedures; and
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Supervision of the Stock Information
Center dining the Offerings.
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4.
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Subscription Services, including,
but not limited to the following:
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Assist the Company’s financial
printer with labeling of stock offering materials for subscribing
for stock;
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Provide support for any follow-up
mailings to members, as needed, including additional solicitation
materials;
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Stock order form processing and
production of daily reports and analysis;
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Provide supporting account
information to the Company’s legal counsel lot ‘blue
sky’ research and applicable registration;
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Assist the Company’s transfer
agent with the generation and mailing of stock
certificates;
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Perform interest and refund
calculations and provide a file to enable the Bank to generate
interest and refund checks;
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Create 1099-TNT forms for interest
reporting, as well as magnetic media reporting to the IRS, for
subscribers paid $10 or more in interest for subscriptions paid by
check.
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Fees :
For the Records Agent services outlined above, the Company agrees
to pay KBW a fee of $20,000. This fee is based upon the
requirements of current banking regulations, the Plan of Conversion
as currently contemplated, and the expectation that member data
will be processed as
of three key
record dates. Any material changes in regulations or the Plan of
Conversion, or delays requiring duplicate or replacement processing
due to changes to record dates, may result in additional fees. All
fees under this agreement shall be payable as follows: (a) $10,000
payable upon execution of this agreement, which shall be
non-refundable; and (b) the balance upon the mailing of the
proxy solicitation and offering materials.
Costs and
Expenses : In addition to
any fees that may be payable to KBW hereunder, the Company agrees
to reimburse KBW, upon request made from time to time, for its
reasonable out-of-pocket expenses incurred in connection with its
engagement hereunder, regardless of whether the Offering is
consummated, including, without limitation, travel, lodging, food,
telephone, postage, listings, forms and other similar expenses;
provided, however, that KBW shall document such expenses to the
reasonable satisfaction of the Company.
Reliance on
Information Provided :
The Company agrees to provide KBW with such information as KBW may
reasonably require to carry out its services under this agreement.
The Company recognizes and confirms that KBW (a) will use and
rely on such information in performing the services contemplated by
this agreement without having independently verified the same, and
(b) does not assume responsibility for the accuracy or completeness
of the information or to conduct any independent verification of
such information.
Limitations : KBW, as Records Agent hereunder,
(a) shall have no duties or obligations other than those
specifically set forth herein; (b) will be regarded as making
no representations and having no responsibilities as to the
genuineness or legal sufficiency of any order form or the validity,
sufficiency, value or genuineness of any stock certificates or the
shares represented thereby, and will not be required to and will
make no representations as to the validity, value or genuineness of
the offer; (c) shall not be obliged to take any legal action
hereunder which might in its ,judgment involve any expense or
liability, unless it shall have been furnished with reasonable
indemnity satisfactory to it; and (d) may rely on and shall be
protected in acting in reliance upon any certificate, instrument,
opinion, notice, letter, telex, telegram, or other . document or
security delivered to it and in good faith believed by it to be
genuine and to have been signed by the proper party or
parties.
The Company also
agrees neither KBW, nor any of its affiliates nor any officer,
director, employee or agent of KBW or any of its a
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