0001410578-25-000082 Sample Contracts
January 23, 2025 Marathon Bancorp Wausau, WI 54403 Attention: Nicholas W. ZillgesFinancial Advisory Agreement • February 6th, 2025 • Marathon Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Georgia
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Janney Montgomery Scott LLC (“Janney”) to act as the exclusive financial advisor to Marathon MHC (“MHC”), Marathon Bancorp, Inc. (“MBBC”) and Marathon Bank (the “Bank” and, together with MHC, MBBC and the Bank, the “Company”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of MBBC’s common stock to be outstanding after giving effect to the Reorganization will be issued by MBBC as a new class of common stock that will replace the existing common stock, and that MBBC will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Com
Up to 1,897,500 Shares (Subject to increase to up to 2,182,125 shares) MARATHON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • February 6th, 2025 • Marathon Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • New York
Marathon Bancorp, Inc., a Maryland corporation (the “Company”), Marathon MHC, a Wisconsin-chartered mutual holding company (“Marathon MHC”) and Marathon Bank, a state chartered stock savings bank (the “Bank”), hereby confirm their agreement with Janney Montgomery Scott LLC (“Janney” or the “Agent”) with respect to the offer and sale by the Company of up to 1,897,500 shares (subject to increase to up to 2,182,125 shares) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities”. It is acknowledged that the number of Securities to be sold in the Offerings may be increased or decreased as described in the Prospectus (as defined below). If the number of Securities is increased or decreased in accordance with the Prospectus, the term “Securities” shall mean such greater or lesser number, where applicable.
January 23, 2025Appraisal Services Agreement • February 6th, 2025 • Marathon Bancorp, Inc. /MD/ • Savings institutions, not federally chartered
This letter sets forth the agreement between Marathon Bank, Wausau, Wisconsin (the “Bank”), the wholly-owned subsidiary of Marathon Bancorp, Inc., which in turn is the majority-owned subsidiary of Marathon MHC (the “MHC” and collectively, the “Company”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction of the MHC. The scope, timing and fee structure for these appraisal services are described below. These conversion appraisal services will be directed by the undersigned, along with James J. Oren, Director, and supported by additional staff.