Wellesley Bancorp, Inc. Watch

from 8-K 37 pages 2,760,000 Shares (Subject to Increase Up to 3,174,000 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Wellesley Bancorp, Inc. (A Maryland Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement November14, 2011

from S-1/A 38 pages 2,760,000 Shares (Subject to Increase Up to 3,174,000 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Wellesley Bancorp, Inc. (A Maryland Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement , 2011

from S-1 11 pages Attention: Mr. Thomas J. Fontaine Chairman, President & Chief Executive Officer Dear Mr. Fontaine: Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Records Management Agent to Wellesley Bank (The “Bank”) in Connection With the Bank’s Proposed Conversion From Mutual to Stock Form (The “Conversion”). This Letter Is to Confirm the Terms and Conditions of Our Engagement. Services and Fees in Our Role as Records 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 II. Design and Preparation of Stock Order Forms III. Organization and Supervision of the Conversion Center IV. Depositor Special Meeting Services V. Subscription Services Each of These Services Is Further Described in Appendix a to This Agreement. for Its Services Hereunder, the Bank Agrees to Pay Sandler O’neill a Fee of $12,000. This Fee Is Based Upon the Requirements of Current Regulations and the Plan of Conversion as Currently