Agency Agreement

Date20 September 2024
PartiesAthens Bancshares Corporation (the "Company"), Athens Federal Community Bank (the "Bank"), Keefe, bruyette & Woods, Inc. (the "Agent")
StateNew York
SectionCommercial Contracts
Exhibit 1.2
up to  Shares
(subject to increase up to  shares)
($.01 Par Value)
Subscription Price $10.00 Per Share
, 2009
Keefe, Bruyette & Woods, Inc.
Investment Banking
10 South Wacker Drive, Suite 3400
Chicago, Illinois 60606
Ladies and Gentlemen:
Athens Bancshares Corporation, a Tennessee corporation (the Company), and Athens Federal Community Bank, a federal savings bank located
in Athens, Tennessee (the Bank) (references to the Bank”include the Bank in mutual or stock form as indicated by the context), the deposit
accounts of which are insured by the Federal Deposit Insurance Corporation (FDIC), hereby confirm their agreement with Keefe, Bruyette &
Woods, Inc. (the Agent) as follows:
Section 1. The Offering. The Bank, in accordance with its plan of conversion adopted by its Board of Directors (the Plan), intends to convert
from a federally-chartered mutual savings bank to a federal stock savings bank (the Conversion), and issue all of its issued and outstanding
capital stock to the Company. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift
Supervision (the OTS). Pursuant to the Plan, the Company will offer and sell up to shares (subject to increase up to shares) of its common stock,
$.01 par value per share (the Shares”or Common Shares), in a subscription offering (the Subscription Offering) to (1) depositors of the Bank
with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (Eligible Account Holders), (2) the employee stock ownership plan
established by either the Bank or the Company (the ESOP), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009
(Supplemental Eligible Account Holders), and (4) other depositor and borrower members of the Bank as defined in the Plan. Subject to the prior
subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the Community Offering”and when
referred to together with or subsequent to the Subscription Offering, the Subscription and Community Offering) the Shares not
subscribed for or
ordered in the Subscription Offering to members of the general public to whom a
copy of the Prospectus (as hereinafter defined) is delivered with a
preference given first to natural persons who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Meras, Monroe and Polk
Counties in Tennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain
members of the general public on a best efforts basis through a selected dealers agreement (the Syndicated Community Offering) (the
Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the Offering). It is acknowledged
that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the
Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering.
In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation
of the Conversion, subject to the approval of the Banks depositors and compliance with certain conditions as may be imposed by regulatory
authorities, the Company will contribute $100,000 and 100,000 shares of Common Stock to the Athens Federal Foundation (the Foundation)
shares hereinafter being referred to as the (Foundation Shares).
The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333- )
(the Registration Statement), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933
(the 1933 Act), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term
Registration Statement”shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as
amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement
initially became effective is hereinafter called the Prospectus,”except that if any Prospectus is filed by the Company pursuant to Rule
424(b) or (c)
of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus on file at the time
the Registration Statement initially became effective, the term Prospectus”shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from
and after the time said prospectus is filed with the Commission.
In accordance with Title 12, Part 563b of the Code of Federal Regulations (the Conversion Regulations), the Bank has filed with the OTS an
Application For Conversion on Form AC (the Form AC), including the Prospectus and the Conversion Valuation Appraisal Report prepared by
Keller & Company, Inc. (the Appraisal) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been
approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its
Application H-(e)l-S (the Holding Company Application) to become a savings and loan holding company under the Home Owners Loan Act, as
amended (HOLA) and the regulations promulgated thereunder (the Control Act Regulations).
Section 2. Retention and Compensation of Agent. Subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint
the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to
advise and assist the Company and the Bank with respect to the Companys sale of the Shares in the Offering and (ii) to participate in the Offering
in the areas of market making and in syndicate formation (if necessary).
On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the
Agent accepts such appointment and agrees to consult with and advise the Company and the Bank as to the matters set forth in the letter
agreement, dated June 9, 2009, between the Bank and the Agent (a copy of which is attached hereto as Exhibit A) (the Engagement Letter). It is
acknowledged by the Company and the Bank that the
Agent shall not be required to purchase any Shares or be obligated to take any action which
is inconsistent with all applicable laws, regulations, decisions or orders.
The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after
the completion of the Subscription Offering (the End Date). All fees or expenses due to the Agent but unpaid will be payable to the Agent in
next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End
Date, the Company and the Agent may agree to renew this Agreement under mutually acceptable terms.
In the event the Company is unable to sell a minimum of  Shares within the period herein provided, this Agreement shall terminate and the
Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus
accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder,
except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the
action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below.
The Agent shall receive the following compensation for its services hereunder:
(a) A management fee of $30,000 payable in four consecutive monthly installments of $7,500 each commencing with the execution of the
Engagement Letter. This fee shall be deemed to have been earned when due and shall be non-refundable.
(b) A success fee upon completion of the Offering of 1.125% of the aggregate purchase price of the Common Shares sold in the Subscription
Offering and Community Offering excluding shares purchased by the Banks officers, directors, or employees (or members of their immediate
family), any ESOP, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or
all of its directors or employees, or contributed to any charitable foundation established by the Bank in connection with the Conversion. In no
event shall the success fee paid for the sale of Common Stock in the Subscription and Community Offering be
less than $200,000. The management
fee will be applied against the first success fee.
(c) If any of the Common Shares remain available after the Subscription Offering, at the request of the Company, the Agent will seek to form a
syndicate of registered broker-dealers (Selected Dealers) to assist in the sale of such Common Shares on a best efforts basis, subject to the
terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Common Shares among the Selected
Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the
aggregate Purchase Price of the Shares sold in the Syndicated Community Offering. The Agent will pass onto the Selected Dealers who assist in
the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of
stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected
Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers. The decision to utilize Selected Dealers will be made by
the Company upon consultation with the Agent.
(d) The Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging,
photocopying, telephone, facsimile and couriers. The Company and the Bank will reimburse the Agent for the fees and expenses of the Agents
counsel which will not exceed $50,000. The Company will bear the expenses of the Offering customarily borne by issuers including, without
limitation, regulatory filing fees, SEC, Blue Sky,”and FINRA filing and registration fees; the fees of the Companys accountants, attorneys,
appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the conversion; and the fees set
forth under this Section 2; and any fees for Blue Sky legal work.
Full payment of the Agents actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of
the Closing Date or a determination by the Bank to terminate or abandon the Offering. The payment of such expenses assume no unusual
circumstances or delays, or a re-solicitation in connection with the subscription and community offering. The
Company and the Bank acknowledge
that such expense cap may be increased by mutual consent, including in the event of a material delay in the Offering which would require an
update of the financial information in tabular form to reflect a period later than that set forth in the original filing.
Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the
all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release
for delivery certificates for such Shares on the Closing Date against payment to the Company by any means authorized by the Plan; provided,
however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with to the
reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place
acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered

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