LOAN AGREEMENTLoan Agreement • July 24th, 2023 • Gouverneur Bancorp, Inc./Md/ • Savings institutions, not federally chartered • New York
THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into on or as of the ____________ day of ____________ , 2023 by and between the GOUVERNEUR SAVINGS AND LOAN ASSOCIATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust for the GOUVERNEUR SAVINGS AND LOAN ASSOCIATION EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”), acting by and through _________________________, not in its corporate capacity but solely in its capacity as trustee of the Borrower (“Trustee”); and GOUVERNEUR BANCORP, INC. (the “Lender”), a corporation organized and existing under the laws of the State of Maryland.
GOUVERNEUR BANCORP, INC. (a Maryland corporation) Up to 977,500 Shares COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT August ___, 2023Agency Agreement • July 24th, 2023 • Gouverneur Bancorp, Inc./Md/ • Savings institutions, not federally chartered
Mr. Faye C. Waterman President and Chief Executive Officer Gouverneur Bancorp, Inc. / Gouverneur Savings and Loan Association Gouverneur, New York 13642 Dear Mr. Waterman:Gouverneur Bancorp, Inc./Md/ • June 9th, 2023
This letter sets forth the agreement between Gouverneur Savings and Loan Association, Gouverneur, New York (the “Bank”), wholly-owned by Gouverneur Bancorp, Inc. (the “Company”), which in turn is the mid-tier holding company majority owned by Cambray Mutual Holding Company (the “MHC”), collectively, “Gouverneur” or the “Company,” and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with Gouverneur’s second step conversion offering.
August 18, 2022 Gouverneur Bancorp, MHC Gouverneur Bancorp, Inc. Gouverneur Savings & Loan Association PO Box 297 Gouverneur, NY 13642 Attention: Mr. Faye C. Waterman President & Chief Executive Officer Re: Services of Conversion Agent and Data...Letter Agreement • June 9th, 2023 • Gouverneur Bancorp, Inc./Md/
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by Gouverneur Bancorp, MHC, Gouverneur Bancorp, Inc. and Gouverneur Savings & Loan Association (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the Bank’s proposed reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Reorganization”) pursuant to the Company’s proposed Plan of Reorganization (the “Plan of Reorganization”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general pub
TAX ALLOCATION AGREEMENTTax Allocation Agreement • July 24th, 2023 • Gouverneur Bancorp, Inc./Md/ • Savings institutions, not federally chartered
This Tax Allocation Agreement (the “Agreement”) is made by and between Gouverneur Bancorp, Inc. (the “Company”), and the Company’s wholly owned subsidiary, Gouverneur Savings and Loan Association (the “Bank”). To the extent that any other corporations become eligible for inclusion in the Company’s affiliated group, as defined in section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), they shall automatically become subject to the terms of the Agreement;
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 10th, 2024 • Gouverneur Bancorp, Inc./Md/ • Savings institutions, not federally chartered • New York
This Change in Control Agreement (this "Agreement") is made effective as of April 1, 2024 (the "Effective Date") by and between Gouverneur Bancorp, Inc. (the "Holding Company") and Robert Barlow (the "Executive"). The Holding Company referred to herein as the "Employer".
