EX-1.2
from S-1
5 pages
We Understand That the Boards of Directors of Macon Bancorp (The “Mhc”) and Its Subsidiary, Macon Bank, Inc. (The “Bank”), Are Considering the Adoption of a Plan of Conversion (The “Plan”) Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Holding Company Form, and Shares of the Common Stock (The “Common Stock”) of the Proposed New Holding Company for the Bank (The “Holding Company”) Will Be Offered and Sold to the Bank’s Eligible Account Holders in a Subscription Offering, to Members of the Bank’s Community and the Public in a Direct Community Offering And, Under Certain Circumstances, to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). the Mhc, the Bank and the Holding Company Are Collectively Referred to Herein as the “Company.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Records Management Agent for the Company in Connection With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Services and Fees in Our Role as Records Management Agent, We Anticipate That Our Services Will Include the Services Outlined Below, Each as May Be Necessary and as the Company May Reasonably Request: I. Consolidation of Accounts and Vote Calculation II. Design and Preparation of Proxy and Stock Order Forms III. Organization and Supervision of the Conversion Center IV. Proxy Solicitation and Special Meeting Services V. Subscription Services Each of These Services Is Further Described in Appendix a to This Agreement
12/34/56
EX-1.1
from S-1
7 pages
We Understand That the Boards of Directors of Macon Bancorp (The “Mhc”) and Its Subsidiary, Macon Bank (The “Bank”), Are Considering the Adoption of a Plan of Conversion (The “Plan”) Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Holding Company Form, and Shares of the Common Stock (The “Common Stock”) of the Proposed New Holding Company for the Bank (The “Holding Company”) Will Be Offered and Sold to the Bank’s Eligible Account Holders in a Subscription Offering, to Members of the Bank’s Community and the Public in a Direct Community Offering And, Under Certain Circumstances, to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). the Mhc, the Bank and the Holding Company Are Collectively Referred to Herein as the “Company” and Their Respective Boards of Directors Are Collectively Referred to Herein as the “Board.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Offering Services
12/34/56
