Edgewater Bancorp, Inc. Watch

from S-1/A 2 pages Second Amendment to Letter Agreement Dated June 28, 2013

from S-1/A 48 pages Edgewater Bancorp, Inc. Up to 874,000 Shares (Subject to Increase Up to 1,005,100 Shares) Common Shares ($0.01 Par Value) Subscription Price $10.00 Per Share Agency Agreement , 2013

from S-1/A 4 pages First Amendment to Letter Agreement Dated June 28, 2013

from S-1 9 pages This Letter Agreement (The “Agreement”) Is to Confirm the Engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to Act as the Exclusive Financial Advisor to Edgewater Bank (“Edgewater” or the “Bank”) in Connection With the Proposed Mutual-To-Stock Conversion of the Bank (The “Conversion”) and the Concurrent Sale of Common Stock of a Stock Holding Company (“Newco” and Together With Edgewater, the “Company”) to Be Formed by Edgewater. Sterne Agee Understands That Newco Will Offer and Sell Shares of Its Common Stock First to Eligible Persons Pursuant to a Plan of Conversion (The “Plan”) in a Subscription Offering (The “Subscription Offering”) and Any Remaining Shares to the General Public in a Direct Community Offering and/or a Syndicated Community Offering (The “Community Offering” And, Together With the Subscription Offering, the “Offering”). This Letter Sets Forth the Terms and Conditions Agreed to Between the Company and Sterne Agee With Respect to the Conversion, the Plan and the Offering. (1) Advisory/Marketing Agent Services. as the Company’s Financial Advisor, Sterne Agee Will Provide Financial Advice to the Company and Will Assist the Company in Connection With the Conversion, the Plan, the Offering and Related Matters. in This Regard, Sterne Agee’s Services Will Include the Following