August 4, 2014Consulting Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • Oregon
This letter sets forth the agreement between St James Federal Savings and Loan Association, St James, Minnesota (“St James Federal” or the “Association”), and McAuliffe Financial, LLC. (“McAuliffe Financial”) whereby St James Federal has engaged McAuliffe Financial to provide financial and consulting advice associated with a prospective merger conversion transaction and for an associated appraisal.
October 24, 2014 Wells Financial Corp. Wells, MN 56097 Attention: James D. MollFinancial Advisory Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • New York
The purpose of 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 Wells Financial Corp. (“Wells Financial”) in connection with the intention of Wells Financial to offer shares of its common stock in connection with the conversion merger of St. James Federal Savings and Loan Association (“St. James”) (the “Conversion”). In order to effect the Conversion, it is contemplated that St. James will convert to stock form and simultaneously merge with Wells’ subsidiary, Wells Federal Bank, pursuant to an Agreement and Plan of Conversion Merger (“the “Plan”). In order to effect the Plan, it is contemplated that all of St. James’ common stock to be outstanding pursuant to the Plan will be issued to Wells Financial, and that Wells Financial will offer and sell shares of its common stock first to eligible depositors of St. James in a Subscription Offering, with any remaining shares offered t
AGREEMENT AND PLAN OF CONVERSION MERGERConversion Merger Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • Minnesota
THIS AGREEMENT AND PLAN OF CONVERSION MERGER (“Agreement”) is entered into as of this 14th day of November, 2014, respectively, by and among Wells Financial Corp. (“Wells”), a Minnesota corporation, Wells Federal Bank (the “Bank”), a Minnesota state chartered commercial bank and the wholly owned subsidiary of Wells, and St. James Federal Savings and Loan Association (“St. James”), a federal mutual savings association.
October 24, 2014 St. James Federal Savings and Loan Association Saint James, MN 56081Engagement Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • New York
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the records agent in connection with the conversion merger (the “Conversion”) of St. James Federal Savings and Loan Association (“St. James”) with Wells Financial Corp. (“Wells Financial”). In order to effect the Conversion, it is contemplated that St. James will convert to stock form and simultaneously merge with Wells Financial’s subsidiary, Wells Federal Bank, pursuant to an Agreement and Plan of Conversion Merger (“the “Plan”). In order to effect the Plan, it is contemplated that all of St. James’ common stock to be outstanding pursuant to the Plan will be issued to Wells Financial, and that Wells Financial will offer and sell shares of its common stock first to eligible depositors of St. James in a Subscription Offering, with any remaining shares offered to members of the public in a Direct Community Offering and/or a Syndicated Community Offe
WELLS FEDERAL BANK AND TRUST AGREEMENTStock Bonus Plan and Trust Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • Minnesota
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 12th, 2015 • Wells Financial Corp • Savings institution, federally chartered • Minnesota
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) entered into this 1st day of July, 2011 (“Effective Date”), by and between Wells Federal Bank, FSB (the “Bank”) and James D. Moll (the “Employee”).
