Exhibit 99.5
| STOCK ORDER FORM | For Internal Use Only | |||||
| BATCH # ORDER # CATEGORY # | |||||
REC’D O C
| ||||||
SEND OVERNIGHT PACKAGES TO: Melrose Bancorp, Inc. Stock Information Center c/o Keefe, Bruyette & Woods 18 Columbia Turnpike Florham Park, NJ 07932 Call us toll-free, at 1–(877) | ||||||
ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) after butbefore 2:00 p.m., Eastern Time, on , 2014. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on this form, or by hand-delivery to Melrose Cooperative Bank’s office located at 638 Main St., Melrose, Massachusetts. Do not mail Stock Order Forms to Melrose Cooperative Bank. Faxes or copies of this form are not required to be accepted.
| ||||||
| PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM. | ||||||||||||||||||||
| (1) NUMBER OF SHARES | SUBSCRIPTION PRICE PER SHARE | (2) TOTAL PAYMENT DUE | (4) METHOD OF PAYMENT – DEPOSIT ACCOUNT WITHDRAWAL The undersigned authorizes withdrawal from the Melrose Cooperative Bank deposit account(s) listed below. There will be no early withdrawal penalty applicable for funds authorized on this form. Funds designated for withdrawal must be in the listed account(s) at the time this form is received.IRA and other retirement accounts held at Melrose Cooperative Bank and accounts with check-writing privileges mayNOT be listed for direct withdrawal below.
| |||||||||||||||||
| x $10.00= | $ | |||||||||||||||||||
Minimum Number of Shares: 25 ($250). Maximum Number of Shares: 30,000 ($300,000). See Stock Order Form Instructions for more information regarding maximum number of shares. | ||||||||||||||||||||
For Internal Use Only |
Melrose Cooperative Bank Deposit Account Number |
Withdrawal Amount(s) | ||||||||||||||||||
| (3) METHOD OF PAYMENT – CHECK OR MONEY ORDER | ||||||||||||||||||||
| $ | ||||||||||||||||||||
| Enclosed is a personal check, bank check or money order made payable to Melrose Bancorp, Inc. in the amount of: | $ | $ | ||||||||||||||||||
| Cash, wire transfers and third party checks will not be accepted for this purchase. Checks and money orders will be cashed upon receipt. Melrose Cooperative Bank line of credit checks may not be remitted as payment. | Total Withdrawal Amount | $ | ||||||||||||||||||
| ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED. | ||||||||||||||||||||
| (5) PURCHASER INFORMATION | ACCOUNT INFORMATION – SUBSCRIPTION OFFERING | |||||||
Check the one box that applies,as of the earliest eligibility date, to the purchaser(s) listed in Section 9: Subscription Offering:
a. Depositors of Sunnyside Federal with aggregate balances of at least $50 at the close of business on January 31, 2012. a.
b. Depositors of Sunnyside Federal with aggregate balances of at least $50 at the close of business on March 31, 2013. b.
Community Offering:
c.
d | If you checked box (a) or (b) under ‘‘Purchaser Information,’’ please provide the following information as of the eligibility date under which purchaser(s) listed in Section 9 below qualify in the Subscription Offering: | |||||||
Deposit Account Title (Name(s) on Account) | Melrose Cooperative Bank Account Number | |||||||
NOTE: NOT LISTING ALL ELIGIBLE ACCOUNTS, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD RESULT IN THE LOSS OF ALL OR PART OF ANY SHARE ALLOCATION. ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED.
| ||||||||
| (6) MANAGEMENTCheck if you are a Melrose Cooperative Bank or Melrose Bancorp, Inc. | ||||||||
| ||||||||
| (7) MAXIMUM PURCHASER IDENTIFICATION | ||||||||||||
| ||||||||||||
| (8) ASSOCIATES/ACTING IN CONCERT | ||||||||||||
| ||||||||||||
| Name(s) listed in Section 9 on other Stock Order Forms | Number of shares ordered | Name(s) listed in Section 9 on other Stock Order Forms | Number of shares ordered | |||||||||
(9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected in your stock ownership records, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you may not add the name(s) of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. See Stock Order Form Instructions for further guidance.
| ||||||||||||
 Individual | Tenants in Common |
| FOR TRUSTEE/BROKER USE ONLY: | |||||||||||||
| Joint Tenants | Corporation | Partnership | Trust – Under Agreement Dated | Other | IRA (SSN of Beneficial Owner) - - | |||||||||||
| First Name, Last Name | Reporting SSN/Tax ID No. | |||||||||||
| First Name, Last Name | SSN/Tax ID No. | |||||||||||
| Street | Daytime Phone # | |||||||||||
| City | State | Zip | County (Important) | Evening Phone # | ||||||||
| (10) ACKNOWLEDGMENT AND SIGNATURE(S) | ||||||||||||
| I understand that, to be effective, this form, properly completed, together with full payment, must be received after , 2014 but no later than 2:00 p.m. Eastern Time, on , 2014, otherwise this form and all subscription rights will be void.(continued on reverse side of this form) | ||||||||||||
 ORDER NOT VALID UNLESS SIGNED Á | ||||||||||||
ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE. | ||||||||||||
| Signature (title, if applicable) | Date | Signature (title, if applicable) | Date | |||||||||
(over)
STOCK ORDER FORM – SIDE 2
(8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form)
Associates/Acting in Concert:
Associate – The term “associate” of a person means:
| (1) | any corporation or organization, other than Melrose Cooperative Bank, Melrose Bancorp, Inc. or a majority-owned subsidiary of these entities, of which the person is a senior officer, partner or beneficial owner of 10% or more of any class of equity securities; |
| (2) | any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity, excluding any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a fiduciary capacity; and |
| (3) | any relative, by blood or marriage, of the person, who either lives in the same home as the person or who is a director or officer of Melrose Cooperative Bank or Melrose Bancorp Inc. |
Acting in Concert – The term “acting in concert” means:
| (1) | knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or |
| (2) | a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. |
A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.
Our directors are not treated as associates of each other solely because of their membership on the Board of Directors
Please see the Prospectus section entitled “The Conversion and Plan of Distribution – Limitations of Common Stock Purchases” for more information on purchase limitations.
(10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form)
I agree that, after receipt by Melrose Bancorp, Inc., this Stock Order Form may not be modified or canceled without Melrose Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2)I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $400,000 in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the Plan of Conversion and the Prospectus dated .
Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of conversion subscription rights, or the underlying securities, to the account of another.
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SHARE INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Federal Reserve Bank of Boston or the Massachusetts Department of Banking.
I further certify that, before subscribing for shares of the common stock of Melrose Bancorp, Inc. I received the Prospectus dated , 2014, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by Melrose Bancorp, Inc. in the “Risk Factors” section, beginning on page [ ]. Risks include, but are not limited to the following:
Risk factors will be inserted from the final prospectus.
By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.
See Front of Stock Order Formè
MELROSE BANCORP, INC.
STOCK INFORMATION CENTER: 1–(877)
STOCK ORDER FORM INSTRUCTIONS – SIDE 1
Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). The maximum allowable purchase by a person or entity (or individuals exercising subscription rights through a single qualifying account held jointly) is 30,000 shares ($300,000). Further, no person or entity, together with any associate or group of persons acting in concert, may purchase more than 40,000 shares ($400,000) in all categories of the offering combined. Please see the Prospectus section entitled “The Conversion and Plan of Distribution – Limitations on Common Stock Purchases” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.
Section (3) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable directly to Melrose Bancorp, Inc. These will be deposited upon receipt. The funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at % per annum from the date payment is processed until the offering is completed, at which time a subscriber will be issued a check for interest earned. Please do not remit cash, a Melrose Cooperative Bank line of credit check, wire transfers or third party checks for this purchase.
Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your Melrose Cooperative Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account(s) at the accounts contractual rate. The interest will remain in the accounts when the designated withdrawal is made, at the completion of the offering. There will be no early withdrawal penalty for withdrawal from a Melrose Cooperative Bank certificate of deposit (CD) account.Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate direct withdrawal from Melrose Cooperative Bank IRA or other retirement accounts.For guidance on using retirement funds, whether held at Melrose Cooperative Bankor elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the offering deadline. See the Prospectus section entitled “The Conversion and Plan of Distribution – Procedure for Purchasing Shares – Using Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.
Section (5) – Purchaser Information. Please check theone box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a) and (b) refer to theSubscription Offering. If you checked box (a) or (b), list all Melrose Cooperative Bank account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary.Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (c) and (d) refer to theCommunity Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled “The Conversion and Plan of Distribution—Subscription Offering and Subscription Rights” for further details about the Subscription and Community Offerings.
Section (6) – Management. Check the box if you are a Melrose Cooperative Bank or Melrose Bancorp, Inc. director, officer or employee, or a member of their immediate family. Immediate family includes spouse, parents, siblings and childrenwho live in the same house as the director, officer or employee.
Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification.
Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.
Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order including a stock ownership statement.IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form.NOTE FOR FINRA MEMBERS (Formerly NASD): If you are a member of the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers (“NASD”) or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.
(over)
MELROSE BANCORP, INC.
STOCK INFORMATION CENTER: 1-(877)
STOCK ORDER FORM INSTRUCTIONS – SIDE 2
Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock. Beneficiaries may not be named on stock registrations. If you have any questions on wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies.
Buying Stock Individually –Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or , 2014.
Buying Stock Jointly –To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or 2014.
Joint Tenants– Joint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.
Tenants in Common– May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.
Buying Stock for a Minor –Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or 2014.
The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the MA Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-MA (list only the minor’s social security number).
Buying Stock for a Corporation/Partnership –On the first name line, indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or 2014.
Buying Stock in a Trust/Fiduciary Capacity –Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or 2014.
Buying Stock in a Self-Directed IRA(for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO John SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock certificate. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have had an eligible deposit account at Melrose Cooperative Bank as of the close of business on December 31, 2012 or 2014.
Section (10) – Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.
Please review the Prospectus carefully before making an investment decision. Deliver your completed Stock Order Form, with full payment or deposit account withdrawal authorization, so that it isreceived (not postmarked) after , 2014 but before 2:00 p.m., Eastern Time, on . Stock Order Forms can be delivered by using the enclosed postage paid Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on the front of the Stock Order Form, or by hand-delivery to Melrose Cooperative Bank’s banking office, located at 638 Main St., Melrose, Massachusetts. Please do not mail Stock Order Forms to Melrose Cooperative Bank. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted.
OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form.
QUESTIONS? Call our Stock Information Center, toll-free, at , from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is not open on bank holidays.