EX-10.11 ENGAGEMENT LETTER DATED APRIL 28,2008






EXHIBIT
10.11









April 28, 2008




Clyde A. MacArthur

President & CEO

Home Federal Holdings Corporation/Home Federal Bank, N.A. (Proposed)

4271 Mundy Mill Road

Oakwood, GA 30566




Dear Mr. MacArthur,




     In accordance with our recent conversations, Commerce Street Capital, LLC (“CSC”), a Texas
limited liability company and registered as a broker or dealer under the Securities Exchange Act of
1934, (the “Exchange Act”), is pleased to submit this engagement letter in connection with the
proposed offering (the “Offering”) of shares of common stock (“Common Shares”) of Home Federal
Holdings Corporation (the “Company”), a Georgia corporation, and proposed holding company to Home
Federal Bank, N.A. (Proposed) (the “Bank”) currently in process of being organized as a National
Bank, to prospective investors. This letter is intended to address certain specifics of CSC’s role
as consultant to the Company and serving as the Company’s sales agent in the Offering. The Company
acknowledges that CSC will act as the principal sales agent for the Offering on a “best efforts”
basis only, and not pursuant to any “firm commitment.”



     In connection with the Offering, CSC proposes to assist management and the Board of Directors
of the Company on (i) the establishment of a comprehensive plan for the development and execution
of the Offering as well as to assist the Company’s and the Bank’s management in establishing a
computer database that will enable the Company’s and the Bank’s management and directors to gauge
the progress of the Offering on a daily basis, (ii) how best to coordinate all aspects of the
Company’s sales efforts, including assistance as to sales techniques which have been successful in
other stock offerings, and (iii) facilitating all retirement account purchases of Common Shares
through the various types of retirement accounts that potential investors may have. The Company
assures CSC that its board of directors will remain active in the Offering process and its
management team will be present each day during the Offering to lead the Offering process,
including the guidelines discussed in Attachment A.



     The following generally address certain matters related to the Offering.




	 	1.	 	The Offering will consist of a minimum of approximately 1,575,000 and a maximum
of approximately 2,000,000 Common Shares to be sold by the Company and its officers and
directors on a “best efforts” basis at a price of $10.00 per share.




 









 











	 	 	 
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	 	2.	 	The Common Shares to be offered will be registered by the Company under the
Securities Act of 1933, as amended (the “Securities Act”) on the appropriate
registration statement (the “Registration Statement”). The Company agrees that the
Registration Statement (a) shall comply with the applicable provisions of the (i)
Securities Act and the rules and regulations promulgated thereunder, (ii) to the extent
applicable, Exchange Act and the rules and regulations promulgated thereunder, (iii)
laws promulgated by the Company’s and the Bank’s regulators, and (b) shall not contain
an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they are made,
not misleading.
	 
	 	3.	 	The Company will cause to be established appropriate procedures to ensure that,
prior to the issuance of the Common Shares, subscription funds are held in a separate
escrow account and not in the Company’s or the Bank’s general funds.
	 
	 	4.	 	As compensation for CSC’s services, CSC will be paid the following fees and
reimbursed for its expenses as follows:






	 	(a)	 	The Company will pay CSC a cash fee equal to $15,000 payable
upon CSC’s receipt of a “no objection” notice from the Financial Industry
Regulatory Authority (“FINRA”) in connection with the Offering, and then
$15,000 upon commencement of the Offering (which for purposes of this
engagement letter shall be the date of the Registration Statement (such date
referred to here as the “Commencement Date”). On the first day of the first
full month after the Commencement Date and for each month thereafter, the
Company will pay CSC the sum of $20,000 (due at the commencement of each month)
for the term of CSC’s engagement hereunder.
	 
	 	(b)	 	If the Offering is successful (the Company raises at least the
minimum or subject to securities laws, and with the consent of the regulatory
authorities, such lesser amount as needed for the Bank to commence operations),
the Company agrees to pay CSC at each closing (“Closing”) at which
subscriptions for Common Shares are accepted by the Company and the
subscription funds are released from escrow a cash fee equal to (a) 4.0% of the
gross proceeds from the Offering from subscriptions received from investors who
are not introduced to the Company by CSC, and (b) 6.0% of the gross proceeds
from subscriptions received from investors introduced to the Company by CSC
(which investors shall be documented in writing prior to the Closing);
provided, however, that the fee paid at the Closing will be reduced by the
aggregate of the fees paid to CSC pursuant to paragraph 4(a) above.
Subscriptions received from those individuals who are the directors, officers,
or organizers of the Company or the Bank as of the date of this engagement
letter will not be subject to a fee. In addition, employees currently employed
or hired by the Company or the Bank during the offering will not be subject to
a fee.
	 
	 	(c)	 	The Company agrees to reimburse reasonable expenses of CSC in
connection with this assignment. These expenses will be presented to the
Company at regular intervals. Attachment B, a part of this engagement letter,
defines the reimbursement policy to be followed. Without prior written consent
of the Company, total expenses per month will not exceed $6,000 for the use of
one on-site consultant and $9,000 for





 









 





	 	 	 
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two on-site consultants. Notwithstanding any other provision of this Agreement,
the Company will pay all of CSC’s third party expenses, including marketing and
advertising, catering and facilities, printing and reproduction, and legal costs
(including blue sky registrations and FINRA Rule 2710 filings).




	 	(d)	 	If the Company elects to engage CSC as a Sponsoring Dealer in
any applicable state, the Company shall pay CSC an additional engagement fee of
$10,000 for the first state and a fee of $2,500 for each additional state
requiring a Sponsoring Dealer.






	 	5.	 	Regardless of whether the proposed Offering is consummated, the Company agrees
to indemnify and hold harmless CSC and its controlling persons, representatives and
agents in accordance with Attachment C which is incorporated herein by this reference
and made a part hereof.
	 
	 	6.	 	It is understood that the proceeds of the Offering will be used to pay for the
pre-opening expenses of the Company and the Bank, support the future growth of the Bank
and for general corporate purposes, all as disclosed by the Company in the Registration
Statement.
	 
	 	7.	 	The Company, and its counsel, will attempt to qualify or register the Common
Shares for sale under the securities laws of such states and other jurisdictions as may
be reasonably necessary, in the mutually agreed opinion of the Company and CSC. Prior
to closing, the Company’s counsel shall provide CSC with evidence of compliance with
the foregoing in the form of a blue sky memorandum. To the extent that CSC and its
counsel assist in this process, the Company will pay the fees and expenses of CSC’s
counsel in connection with such efforts.
	 
	 	8.	 	The Registration Statement and every aspect of the Offering must be
satisfactory in form and substance to the Company, CSC and their respective counsel.
	 
	 	9.	 	If the Offering proceeds, the Company and CSC will enter into an Agency
Agreement immediately prior to or following the initial distribution of any supplement
to the Registration Statement disclosing the participation of CSC in the Offering. The
Agency Agreement will contain, among other provisions customary in such agreements,
provisions consistent with this letter and satisfactory to the parties, including the
following:






	 	(a)	 	representations and warranties, covenants and conditions, which
are customary and appropriate for a registered or exempt, as applicable,
offering of securities;
	 
	 	(b)	 	an agreement by the Company to pay all expenses incident to the
performance of its obligations under the agreement, including, among others,
the SEC and FINRA filing fees (including fees related to the Agency Agreement),
the fees and expenses of the Company’s counsel, the fees and expenses of the
independent public accountants for the Company, the cost of preparing, printing
and filing the Registration Statement, the cost of furnishing reasonable
quantities thereof and of the preliminary and final prospectus to CSC, and to
pay the out-of-pocket expenses of CSC as described in paragraph 4 above if the
Offering is not completed;
	 
	 	(c)	 	the agreement of the Company to indemnify and hold harmless CSC
and its




 









 











	 	 	 
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controlling persons, representatives and agents from all expenses, losses,
claims, actions, damages or liabilities incurred in connection with any claim
made against the Company, the Bank or CSC, as the case may be, concerning any
matters contemplated by this letter, including against liabilities based upon
alleged misstatements in and alleged omissions from the Registration Statement,
and appropriate provisions for contribution in the event this indemnity
undertaking is found to be unenforceable in form and substance satisfactory to
our attorneys; provided, however, that such indemnity will not exceed the scope
of the indemnity set forth in Attachment C; and




	 	(d)	 	the agreement by the Bank upon its formation to join the
Company as a party to the Agency Agreement by execution of an assumption
agreement.






	 	10.	 	The Company acknowledges and agrees that the Offering is a sophisticated
enterprise and that CSC has been engaged solely with respect to the matters set forth
herein. In such capacity, CSC shall act as an independent contractor and CSC’s duties
hereunder are contractual and shall be owed solely to the Company. Each party disclaims
any intention to impose a fiduciary duty on the other.
	 
	 	11.	 	This engagement letter shall terminate automatically without any action of the
parties hereto upon the scheduled expiration date of the offering, unless extended by
the mutual consent of the Company and CSC. This engagement letter may be terminated by
either the Company or CSC upon 30 days written notice to the other party. In the event
this engagement letter terminates as provided in this paragraph 11, the Company shall
promptly reimburse all outstanding expenses of CSC as provided in paragraph 4(c).
	 
	 	12.	 	This engagement letter shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to the conflicts of law provisions
thereof.
	 
	 	13.	 	This engagement letter terminates that certain engagement letter entered into
between the CSC and HFHC Group, LLC (a predecessor entity of the Company) dated
December 17, 2007 (the “Original Letter”), pursuant to which the parties agreed to
substantially similar terms as set forth herein except that the Company intended to
form a federal thrift subsidiary as opposed to the Bank. The parties agree that any
accrued expense reimbursements owed to CSC pursuant to the Original Letter shall be
reimbursed as if they were accrued and owed pursuant to paragraph 4(c) hereof.





     The purpose of this engagement letter is to set forth the terms of the proposed Offering as
mutually understood and, except for the agreement as to the payment of fees and expenses and
indemnification contained in paragraphs 4 and 5 above, respectively, is not to be construed as a
binding contract or commitment on the part of any party hereto. It is understood that the proposed
Offering is subject to satisfactory investigation on our part of the activities of the Company and
the Bank and the absence of any material adverse change in the condition (financial or other),
earnings, business, prospects, net worth or results of operations of the Company, the Bank or in
the overall capital markets. You will give CSC and its counsel full access to the records of the
Company and the Bank (to the extent permitted by law) for the purpose of completing our
investigation, and will keep us apprised of all material developments affecting the Company and the
Bank.



 









 





	 	 	 
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     If this letter sets forth correctly the understanding of the Company, please sign and return
to us one copy of this letter.



     We are looking forward to working on the Offering with you.



Sincerely,




Commerce Street Capital, LLC




	 	 	 	 	 
	By:

	 	/s/ Joseph R. Mannes
 

Joseph R. Mannes
	 	 
	 

	 	Chief Operating Officer	 	 
	 
	 	 	 	 
	Accepted and Agreed to:	 	 
	 
	 	 	 	 
	Home Federal Holdings Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Clyde A. McArthur
 

Clyde A. McArthur
	 	 
	 

	 	President & CEO	 	 
	 
	 	 	 	 
	Date: April 28, 2008	 	 






 









 





	 	 	 
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ATTACHMENT A




Management/Director/Organizer Responsibilities




Time Period — 30 days prior to CSC’s Commencement Date:




Organizer/Director/Management Responsibilities:





	1.	 	Provide a list of names (minimum desired is 100 from each organizer/director/manager). The
list shall include proper addresses, phone numbers and, if available, email addresses. Any
useful background (retired, sold company, etc.) regarding potential investors is very helpful.
	 
	2.	 	Prepare all collateral material, including, folders, stationery, postage reply envelopes,
advertisements and tombstones (if appropriate) and a website (if appropriate).





Time Period — Following the Commencement Date:




Organizer/Director Responsibilities:





	1.	 	Participate in the process.
	 
	2.	 	Be proactive in arranging one-on-one and group meetings.
	 
	3.	 	Encourage people to attend lunch and dinner functions.
	 
	4.	 	Promptly return phone calls from the CSC onsite consultant.
	 
	5.	 	Complete funding investment in transaction promptly when asked.
	 
	6.	 	Collectively invest at least 10% of the minimum amount.





Management Responsibilities: 





	1.	 	Same tasks as organizers/directors under 1-5 above.
	 
	2.	 	Support CSC on a day-to-day basis.
	 
	3.	 	Be present at the Bank office every business day.
	 
	4.	 	Prepare and deliver presentations.
	 
	5.	 	Actively call and work prospects/contacts.





 









 





	 	 	 
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ATTACHMENT B




MEALS



Up to $250 per week per person with receipts attached to expense reports.




MILEAGE/AIRFARE



$.505 per mile on direct business related travel with personal cars. All mileage is to be logged on
a daily basis on expense reports. Local travel to and from the Bank’s office is not reimbursable.
When traveling by air, the lowest cost available will be used.




LODGING



The lowest cost alternative to the Bank will be used commensurate with safety and cleanliness for
personnel.




 









 








	 	 	 
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ATTACHMENT C



Home Federal Holdings Corporation and Home Federal Bank, N.A. (Proposed) (collectively, the “Bank”)
agree to indemnify and hold harmless CSC and its affiliates and their respective members, partners,
directors, officers, employees, agents and controlling persons (CSC and each such person being an
“Indemnified Party”) from and against any and all loss, claim, damage, judgment, assessment, cost
and other liability (each a “Claim”), joint or several, to which such Indemnified Party may become
subject under any applicable federal or state law, or otherwise, and related to or arising out of
any transaction contemplated by this letter or the engagement of CSC pursuant to, and the
performance by CSC of the services contemplated by this letter and will reimburse any Indemnified
Party for all reasonable fees and expenses (including reasonable counsel fees and expenses) as they
are incurred in connection with the investigation of, preparation for, or defense of any pending or
threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified
Party is a party and whether or not such claim, action or proceeding is initiated or brought by or
on behalf of the Bank. The Bank will not be liable under the foregoing indemnification and
reimbursement provisions to the extent that any loss, claim, damage, judgment, assessment, cost or
any other liability, or related expense, is found in a final judgment by a court of competent
jurisdiction to have resulted from an Indemnified Party’s willful misconduct, bad faith or gross
negligence or the breach of this Agreement. The Bank also agrees that no Indemnified Party will
have any liability (whether direct or indirect, in contract or tort or otherwise) to the Bank or
its security holders or creditors related to or arising out of the engagement of CSC pursuant to,
or the performance by CSC of the services contemplated by, this Agreement except to the extent that
any loss, claim, damage, judgment, assessment, cost or any other liability, or related expenses, is
found in a final judgment by a court of competent jurisdiction to have resulted from an Indemnified
Party’s willful misconduct, bad faith or gross negligence or the breach of this Agreement.



If the indemnification of an Indemnified Party provided for in this Agreement is for any reason
held unenforceable (other than for a reason provided in the prior paragraph), the Bank agrees to
contribute to the losses, claims, damages, judgments, assessments, costs and other liabilities, and
related expenses, for which such indemnification is held unenforceable (i) in such proportion as is
appropriate to reflect the relative benefits to the Bank and its security holders, on the one hand,
and CSC, on the other hand, of the transaction as contemplated (whether or not the transaction is
consummated) or (ii) if (but only if) the allocation provided for in clause (i) is for any reason
held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Bank, on the one hand, and CSC, on the
other hand, as well as any other relevant equitable considerations; provided, however, that, to the
extent permitted by applicable law, in no event will the Indemnified Parties be required to
contribute an aggregate amount in excess of the aggregate fees actually paid to CSC under this
Agreement.



The Bank agrees that, without CSC’s prior written consent, which consent will not be unreasonably
withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or
threatened claim, action, or proceeding in respect of which indemnification could be sought under
the indemnification provisions of this Agreement, whether or not CSC or any other Indemnified Party
is an actual or threatened party to such claim, action, or proceeding, unless such settlement,
compromise or consent includes an unconditional release of each Indemnified Party from all
liability arising out of such claim, action or proceeding. The Bank shall not be liable for any
settlement of any litigation or proceeding effected without its consent.




 









 








	 	 	 
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Upon receipt by an Indemnified Party of actual notice of a Claim as to which indemnification may be
sought hereunder, such Indemnified Party shall promptly notify the Bank of the nature and basis of
the Claim. In addition, an Indemnified Party shall promptly notify the Bank after any action is
commenced against the Indemnified Party (by way of service with a summons or other legal process)
and shall transmit a copy to the business address of the Bank. The Bank may, and shall, if
requested by any Indemnified Party, assume the defense of any Claim against such Indemnified Party
in respect of which indemnity may be sought hereunder, including, without limitation, the
employment of counsel reasonably satisfactory to such Indemnified Party and the payment of the fees
and expenses of such counsel and necessary experts, in which event the Bank shall not be liable for
the fees and expenses of any other counsel retained by such Indemnified Party in connection with
such litigation or proceeding.



The reimbursement, indemnity and contribution obligations of the Bank under the preceding
paragraphs shall be in addition to any liability that the Bank may otherwise have, and shall be
binding upon and inure to the benefit of the successors, assigns, heirs and personal
representatives of any Indemnified Party.



In the event that an Indemnified Party is requested or required to appear as a witness in any
action brought by or on behalf of or against the Bank or any affiliate of the Bank in a transaction
contemplated by this Agreement in which such Indemnified Party is not named as a defendant, the
Bank agrees to reimburse CSC for all reasonable expenses incurred by it in connection with such
Indemnified Party’s appearing and preparing to appear as such a witness, including, without
limitation, the reasonable fees and disbursements of its legal counsel.