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MELROSE BANCORP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

August 15, 2014



Item 1.01 Entry Into a Material Definitive Agreement

On August 12, 2014, Melrose Bancorp, Inc., a Maryland corporation (the "Company") and Melrose Cooperative Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. ("KBW"), which will assist in the marketing of the Company's common stock during its stock offering.

For these services, KBW has received a management fee of $30,000, with $15,000 paid upon the execution of the engagement letter between Melrose Cooperative Bank and KBW and $15,000 paid upon the filing by the Company of its registration statement with the SEC, and a success fee of 1.00% of the aggregate dollar amount of the common stock sold in the subscription offering and the community offering, each if the conversion is consummated. No fee will be payable to KBW with respect to shares purchased by the Company's officers, directors, employees or their immediate families or shares purchased by our tax-qualified or stock-based compensation or similar plans and shares issued to our charitable foundation. The management fee will be credited against the success fee payable upon the consummation of the conversion. If, as a result of a resolicitation, KBW determines that it is required or requested to provide significant services, KBW will receive an additional fee not to exceed $25,000.

If there is a syndicated community offering, KBW will receive a fee equal to 1.00% of the dollar amount of the total shares sold in the syndicated community offering, which fee, along with the fee payable to selected dealers (which will include KBW) will not exceed 6.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-194475) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated August 12, 2014.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Description 1.1 Agency Agreement dated August 12, 2014, by and among the Company, Melrose Cooperative Bank and KBW (exhibits omitted)



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