EGDW / Edgewater Bancorp Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Edgewater Bancorp SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Edgewater Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28027J108 (CUSIP Number) December 31, 2016 (Date of Ev

Edgewater Bancorp FORM 15-12G

OMB APPROVAL UNITED STATES OMB Number: 3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires: March 31, 2018 Washington, D.

Edgewater Bancorp FORM 10-Q (Quarterly Report)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 000-55129 Edgewater Bancorp, Inc. (Exact nam

Edgewater Bancorp FORM 15

OMB APPROVAL OMB Number: 3235-0167 UNITED STATES Expires: March 31, 2018 SECURITIES AND EXCHANGE COMMISSION Estimated average burden Washington, D.

Edgewater Bancorp POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on October 20, 2016 - Registration No.

EDGEWATER BANCORP, INC. TO DEREGISTER WITH THE SECURITIES AND EXCHANGE COMMISSION

Exhibit 99.1 EDGEWATER BANCORP, INC. TO DEREGISTER WITH THE SECURITIES AND EXCHANGE COMMISSION Saint Joseph, MI (October 19, 2016) – Edgewater Bancorp, Inc. (the “Company”), the holding company for Edgewater Bank, announced today that it intends to file a Form 15 with the Securities and Exchange Commission (the "SEC") to begin the process of terminating the registration of its common stock (the "C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2016 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission Fi

ARTICLES OF AMENDMENT Edgewater Bancorp, Inc.

Exhibit 3 ARTICLES OF AMENDMENT Edgewater Bancorp, Inc. (1) (2) Edgewater Bancorp, Inc. a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that: (3) The charter of the corporation is hereby amended as follows: The articles of incorporation of the Corporation are hereby amended by removing Article 5, Section A thereof and by substituting in lieu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2016 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission

Edgewater Bancorp FORM 10-Q (Quarterly Report)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 000-55129 Edgewater Bancorp, Inc. (Exact name of

Edgewater Bancorp FORM 11-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Edgewater Bancorp FORM 10-Q (Quarterly Report)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 000-55129 Edgewater Bancorp, Inc. (Exact name of

Edgewater Bancorp FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2016 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission File N

Edgewater Bancorp DEFINITIVE PROXY STATEMENT

t1600643-def14a - none - 3.0873087s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?

Edgewater Bancorp FORM 10-K (Annual Report)

t1600508-10k - none - 10.0770076s TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-K ? (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2015. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transitio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2016 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission F

Edgewater Bancorp SC 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Edgewater Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28027J108 (CUSIP Number) December 31, 2015 (Date of Eve

POWER OF ATTORNEY

POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard E.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) is made effective as of August 19, 2015 (the ?Effective Date?) and amends and restates that certain Employment Agreement dated January 16, 2014, by and between Edgewater Bank, a federal stock savings association (the ?Bank?) and Coleen S. Frens-Rossman (?Executive?). The Bank an

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) is made effective as of August 19, 2015 (the ?Effective Date?) and amends and restates that certain Employment Agreement dated January 16, 2014, by and between Edgewater Bank, a federal stock savings association (the ?Bank?) and Richard E. Dyer (?Executive?). The Bank and Execut

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2015 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission Fil

EX-99.1

Exhibit 99.1

Edgewater Bancorp FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2015 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission File N

Edgewater Bancorp DEFINITIVE PROXY STATEMENT

t1500771-def14a - none - 4.1464146s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2015 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2014 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission Fil

Tom Starks Joins Edgewater Board of Directors

EX-99.1 2 a14-106861ex99d1.htm EX-99.1 Exhibit 99.1 NEWS Contact: Richard E. Dyer President & CEO 269.982.4175 Tom Starks Joins Edgewater Board of Directors St. Joseph, Michigan (April 16, 2014) - Local businessman Thomas L. Starks, age 55, was appointed to the Board of Directors of Edgewater Bancorp, Inc. and its wholly-owned subsidiary, Edgewater Bank, effective April 11, 2014. Mr. Starks was ap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2014 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-191125 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission Fil

Edgewater Bancorp 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013. or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000

- FORM S-8 EDGEWATER 2-18-14

Registration No. 333- As filed with the Securities and Exchange Commission on February 18, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edgewater Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 46-3687434 (State or Other Jurisdiction of Incorporation or Organization) (I.R.

- POS AM

As filed with the Securities and Exchange Commission on January 17, 2014 Registration No.

- 8-A12G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Edgewater Bancorp, Inc. Exact Name of Registrant as Specified in Its Charter) Maryland 46-3687434 (State of incorporation or organization) (I.R.S. Employer Identification No.) 321 Main Street St. Joseph, Michiga

EDGEWATER BANCORP, INC. COMPLETES $6.7 MILLION STOCK OFFERING

Exhibit 99.1 PRESS RELEASE Edgewater Bancorp, Inc. 321 Main Street St. Joseph, Michigan 49085 For Additional Information Contact: Richard E. Dyer, President and Chief Executive Officer (269) 982-4175 EDGEWATER BANCORP, INC. COMPLETES $6.7 MILLION STOCK OFFERING St. Joseph, Michigan, January 16, 2014 — Edgewater Bancorp, Inc. (the “Company”), a Maryland corporation and the proposed holding company

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2014 EDGEWATER BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Maryland 000-55129 46-3687434 (State or Other Jurisdiction of Incorporation) (Commission Fi

(Proposed Holding Company for Edgewater Bank) Up to 897,000 shares of Common Stock (Subject to Increase to up to 1,031,550 shares)

424B3 1 a2217343z424b3.htm 424B3 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS OF EDGEWATER BANK Filed Pursuant to Rule 424(b)(3) Registration No. 333-191125 PROSPECTUS (Proposed Holding Company for Edgewater Bank) Up to 897,000 shares of Common Stock (Subject to Increase to up to 1,031,550 shares) Edgewater Bancorp, Inc., a Maryland corporation and

Interests in EDGEWATER BANK 401(k) PLAN Offering of Participation Interests in up to 75,000 Shares of EDGEWATER BANCORP, INC. COMMON STOCK

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS OF EDGEWATER BANK Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

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November 8, 2013 VIA FACSIMILE AND EDGAR (202) 772-9216 Securities and Exchange Commission 100 F Street, N.

CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: November 6, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY

EX-99.3.2 5 a13-203561ex99d3d2.htm EX-99.3.2 Exhibit 99.3.2 CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: November 6, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: No

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November 8, 2013 VIA FACSIMILE AND EDGAR (202) 772-9216 Securities and Exchange Commission 100 F Street, N.

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2013 Registration No.

SECOND AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013

Exhibit 1.1(c) SECOND AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013 This second amendment (the “Amendment”) to the letter agreement dated June 28, 2013 between Sterne, Agee & Leach, Inc. (“Sterne Agee”) and Edgewater Bank. (the “Bank”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 31st day of October 2013. W I T N E S S E T H: WHEREAS, Ste

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LUSE GORMAN POMERENK & SCHICK A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 5335 WISCONSIN AVENUE, N.

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on November 6, 2013 Registration No.

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

Exhibit 1.2 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 Sterne, Agee & Leach, Inc. 800 Shades Creek Parkway Birmingham, Alabama 35209 Ladies and Gentlemen: Edgewater Bank, a federal mutual savings association headquartered in St. Joseph, Michigan (the “Bank”) th

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LUSE GORMAN POMERENK & SCHICK A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 5335 WISCONSIN AVENUE, N.

AMENDED AND RESTATED PLAN OF CONVERSION EDGEWATER BANK

Exhibit 2 AMENDED AND RESTATED PLAN OF CONVERSION OF EDGEWATER BANK TABLE OF CONTENTS 1.

FIRST AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013

Exhibit 1.1(b) FIRST AMENDMENT TO LETTER AGREEMENT DATED JUNE 28, 2013 This first amendment (the “Amendment”) to the letter agreement dated June 28, 2013 between Sterne, Agee & Leach, Inc. (“Sterne Agee”) and Edgewater Bank. (the “Company”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 10th day of October 2013. W I T N E S S E T H: WHEREAS, St

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on October 23, 2013 Registration No.

CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: October 17, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY

Exhibit 99.3.1 CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: October 17, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY CONVERSION VALUATION UPDATE REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: October 17, 2013 KELLER & COMPANY, INC. FINANCI

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on September 12, 2013 Registration No.

KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS 555 METRO PLACE NORTH SUITE 524 DUBLIN, OHIO 43017 (614) 766-1426 (614) 766-1459 FAX

Exhibit 99.2 KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS 555 METRO PLACE NORTH SUITE 524 DUBLIN, OHIO 43017 (614) 766-1426 (614) 766-1459 FAX September 12, 2013 Boards of Directors Edgewater Bancorp, Inc. Edgewater Bank 321 Main Street St. Joseph, Michigan 49085 Re: Subscription Rights - Edgewater Bancorp, Inc. To the Boards: The purpose of this letter is to provide an opinion of the

STOCK ORDER FORM – SIDE 2 (7) ASSOCIATES/ACTING IN CONCERT (continued from front side of Stock Order Form) Associate – The term “associate” of a person means: (1) any corporation or organization, other than Edgewater Bancorp Inc., Edgewater Bank or a

10SEP201314414144 Exhibit 99.5 STOCK ORDER AND CERTIFICATION FORM BATCH # ORDER # CATEGORY DATE REC’D / CHECK # $ CHECK # $ DEADLINE: The Subscription Offering ends at 12:00 noon, Central Time, on [date]. Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked) by the deadline or it SEND OVERNIGHT PACKAGES TO: will be consi

PLAN OF CONVERSION EDGEWATER BANK

Exhibit 2 PLAN OF CONVERSION OF EDGEWATER BANK TABLE OF CONTENTS 1. INTRODUCTION 1 2. DEFINITIONS 1 3. PROCEDURES FOR CONVERSION 6 4. APPLICATIONS AND APPROVALS 8 5. SALE OF SUBSCRIPTION SHARES 8 6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES 9 7. RETENTION OF OFFERING PROCEEDS BY THE HOLDING COMPANY 10 8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY) 10 9. SUBSCRIPTION RIG

EDGEWATER BANK EMPLOYEE STOCK OWNERSHIP PLAN (adopted effective January 1, 2014)

EX-10.1 10 a13-203561ex10d1.htm EX-10.1 Exhibit 10.1 EDGEWATER BANK EMPLOYEE STOCK OWNERSHIP PLAN (adopted effective January 1, 2014) EDGEWATER BANK EMPLOYEE STOCK OWNERSHIP PLAN This Employee Stock Ownership Plan (the “Plan”) has been executed, effective as of the 1st day of January, 2014, by Edgewater Bank (the “Bank”). W I T N E S S E T H T H A T WHEREAS, the board of directors of the Bank has

ARTICLES OF INCORPORATION EDGEWATER BANCORP, INC.

Exhibit 3.1 ARTICLES OF INCORPORATION EDGEWATER BANCORP, INC. The undersigned, Adam P. Wheeler, whose address is 5335 Wisconsin Avenue, N.W., Suite 780, Washington, DC 20015, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the “Articles”): ARTICLE 1. Name. T

2

Exhibit 1.1 September 6, 2013 Edgewater Bank 321 Main Street Saint Joseph, MI 49085 Attention: Richard Dyer, President & Chief Executive Officer Mr. Dyer: 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-

Subsidiaries of the Registrant

EX-21 13 a13-203561ex21.htm EX-21 Exhibit 21 Subsidiaries of the Registrant Name Percent Ownership State of Incorporation Edgewater Bank 100 % Federal Explorer Financial Services Corporation* 100 % Michigan Edgewater Insurance Agency, Inc.* 100 % Michigan Waters Edge Real Estate Holdings, LLC* 100 % Michigan * Wholly owned subsidiary of Edgewater Bank

EDGEWATER BANCORP, INC. ARTICLE I STOCKHOLDERS

Exhibit 3.2 EDGEWATER BANCORP, INC. BYLAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. Edgewater Bancorp, Inc. (the “Corporation”) shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the C

KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS 555 METRO PLACE NORTH SUITE 524 DUBLIN, OHIO 43017 (614) 766-1426 (614) 766-1459 FAX

Exhibit 99.1 KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS 555 METRO PLACE NORTH SUITE 524 DUBLIN, OHIO 43017 (614) 766-1426 (614) 766-1459 FAX June 26, 2013 The Board of Directors Edgewater Bank 321 Main Street St. Joseph, Michigan 49085 Re: Conversion Valuation Agreement Attn: Richard E. Dyer Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an inde

Please call our Stock Information Center, toll-free, at (800) 979-4568, Hours of Operation: Monday — Friday 9:00am-4:00pm, Central Time, except bank holidays. Please visit our Stock Information Center located at Edgewater Bank, 321 Main Street, St. J

Exhibit 99.4 Dear Valued Depositor: I am pleased to tell you about an investment opportunity and just as importantly, to request your vote. Pursuant to a Plan of Conversion (the “Plan”), our organization will convert from the mutual to the stock form of organization. To accomplish the conversion, Edgewater Bancorp, Inc., newly-formed to become the parent company of Edgewater Bank, is conducting an

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

Exhibit 4 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND No. EDGEWATER BANCORP, INC. Shares FULLY PAID AND NON-ASSESSABLE PAR VALUE $0.01 PER SHARE CUSIP: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, SEE REVERSE SIDE THIS CERTIFIES that is the owner of SHARES OF COMMON STOCK of Edgewater Bancorp, Inc. a Maryland corporation The shares evidenced by this certificate

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made effective as of , 2013 (the “Effective Date”), by and between Edgewater Bank, a federal stock savings association (the “Bank”) and Coleen S. Frens-Rossman (“Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Edgewater Banc

CONVERSION VALUATION APPRAISAL REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: August 15, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY

Exhibit 99.3 CONVERSION VALUATION APPRAISAL REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: August 15, 2013 Prepared By: Keller & Company, Inc. 555 Metro Place North Suite 524 Dublin, Ohio 43017 (614) 766-1426 KELLER & COMPANY CONVERSION VALUATION APPRAISAL REPORT Prepared for: Edgewater Bancorp, Inc. St. Joseph, Michigan As Of: August 15, 2013 KELLER & COMPANY, INC. FINAN

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made effective as of , 2013 (the “Effective Date”), by and between Edgewater Bank, a federal stock savings association (the “Bank”) and Richard E. Dyer (“Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Edgewater Bancorp, Inc