Ocean Shore Holding Co. – Underwriting Agreements Watch

from SC 13G/A 2 pages Joint Filing Agreement

from SC 13G 2 pages Joint Filing Agreement

from POS AM 4 pages Amendment to Agency Agreement Dated November 12, 2008 November , 2009

from S-1/A 36 pages Up to 5,462,500 Shares Ocean Shore Holding Co. (A New Jersey Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement November , 2008

from S-1 12 pages We Understand That Oc Financial Mhc (The “Mhc”), Ocean Shore Holding Co. (“Ocean Shore”) and Ocean City Home Bank (The “Bank”) Are Considering the Adoption of a Plan of Reorganization Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Form (The “Reorganization”), and All of the Shares of Ocean Shore Currently Outstanding Will Be Exchanged for Shares of Common Stock of a New Holding Company to Be Formed in Connection With the Reorganization (The “Holding Company”). Concurrently With the Reorganization, the Holding Company Also Intends to Offer and Sell Certain Shares of Common Stock to the Bank’s Eligible Account Holders in a Subscription Offering, to Members of the Bank’s Community in a Direct Community Offering, and Under Certain Circumstances, to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). the Mhc, Ocean Shore, the Holding Company and the Bank Are Sometimes Collectively Referred to Herein as the “Company.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offering and This Letter Is to Confirm the Terms and Conditions of Our Engagement. Marketing Agent Services Sandler O’neill Will Act as Exclusive Marketing Agent for the Company in the Offering. We Will Work With the Company’s Management, Counsel, Accountants and Other Advisors and Anticipate That Our Services Will Include the Following, Each as May Be Necessary and as the Company May Reasonably Request: 1. Consulting as to the Securities Marketing Implications of Any Aspect of the Plan of Reorganization;