Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of SDTB's Disclosure Schedule, SDTB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB to indemnification from SDTB, (C) which provides for the payment by SDTB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTB, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTB, (I) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTB, (N) which materially restricts the conduct of any business by SDTB or limits the freedom of SDTB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB to do, any of the foregoing (collectively, "Material Contracts"). Except as set forth in Section 5.03(k)(i) of SDTB's Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's Valley’s Disclosure Schedule, SDTB neither Valley nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, consultants and involving the payment or value of more than $100,000 per annum; (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB Valley or any of its Subsidiaries to indemnification from SDTB, Valley or any of its Subsidiaries; (C) which provides for the payment by SDTB Valley or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBValley or any of its Subsidiaries, including but not limited to, the Transaction, ; (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 sixty (60) days or less notice and involving the payment or value of more than $25,000 100,000 per annum, ; (F) that may not be cancelled by TriCo, Valley or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (assuming it is terminated on the Closing Date); (G) which is with or to a labor union or guild (including any collective bargaining agreement), ; (GH) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), ; (HI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTB, Valley or any of its Subsidiaries; (IJ) which involves the purchase or sale of assets with a purchase price of $100,000 75,000 or more in any single case or $250,000 200,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, ; (JK) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 100,000 or more in annual fees, ; (KL) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and 75,000 or that has any continuing obligations, liabilities or restrictions; (M) providing for indemnification by Valley or any of its Subsidiaries of any Person, except for a non-material agreement or contract entered into in the ordinary course of business; (LN) which relates to a partnership or joint venture or similar arrangement, ; (MO) which is a lease for any real or material personal property owned or presently used by SDTB, Valley or any of its Subsidiaries; (NP) which materially restricts the conduct of any business by SDTB Valley or any of its Subsidiaries or limits the freedom of SDTB Valley or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB Valley or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis; (Q) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in the ordinary course of business); (R) to which any officer, director of Valley or Valley Bank, or any holder of five percent (O5.0%) or more of the outstanding Valley Common Stock, or any of their immediate family members or Affiliates, is a party; or (S) which is with respect to, or otherwise commits SDTB Valley or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's Valley’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's Valley’s and Valley Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's DELTA’s Disclosure Schedule, SDTB neither DELTA nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB DELTA or any of its Subsidiaries to indemnification from SDTBDELTA or any of its Subsidiaries, (C) which provides for the payment by SDTB DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBDELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 3,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBDELTA or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 5,000 or more in any single case or $250,000 30,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 5,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 5,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBDELTA or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB DELTA or any of its Subsidiaries or limits the freedom of SDTB DELTA or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB DELTA or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB DELTA or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI F&M as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's Seller’s Disclosure Schedule, SDTB neither Seller nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsconsultants and involving the payment or value of more than $300,000 per annum per individual with respect to an independent contractor or consultant and $100,000 per annum per any other individual, (B) which to Seller’s Knowledge, would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB Seller or any of its Subsidiaries to indemnification from SDTBSeller or any of its Subsidiaries, or which to Seller’s Knowledge, would require Seller or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director or Senior Officer of Seller to compete against Seller or any of its Subsidiaries, (C) which provides for the payment by SDTB Seller or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBSeller or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 calendar days or less notice and involving that provides for the payment or value of more than $25,000 100,000 per annum, (FE) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness for borrowed money or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, and the provision of other banking products or services to customers in the ordinary course of businessbusiness consistent with past practice), (HG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBSeller or any of its Subsidiaries, (IH) which is executory and involves the purchase or sale of assets with a purchase price of $100,000 300,000 or more in any single case or $250,000 1,000,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practicepractice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (JI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves that provides for the payment of $25,000 100,000 or more in annual fees, (KJ) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 300,000 individually or $600,000 in the aggregate and that has any continuing obligations, liabilities or restrictions other than customary confidentiality restrictions, (LK) which relates to a partnership or joint venture or similar arrangement, (L) which is an agreement pursuant to which Seller or any of its Subsidiaries is a lessor, lessee, sublessor, sublessee or otherwise leases, occupies or uses any real property, (M) which is comprises a lease for any real non-competition contract or material personal property owned or presently used by SDTB, (N) which other contract that materially restricts the conduct of any business by SDTB Seller or any of its Subsidiaries or limits the freedom of SDTB Seller or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB Seller or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (ON) which is with respect to, or otherwise commits SDTB Seller or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI Purchaser Parent as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's Plaza’s Disclosure Schedule, SDTB neither Plaza nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsconsultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB Plaza or any of its Subsidiaries to indemnification from SDTBPlaza or any of its Subsidiaries, (C) which provides for the payment by SDTB Plaza or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBPlaza or any of its Subsidiaries, including but not limited to, the TransactionTransaction or which includes a non-compete provision, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 50,000 per annum, (F) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBPlaza or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 300,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 50,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 50,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBPlaza or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB Plaza or any of its Subsidiaries or limits the freedom of SDTB Plaza or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB Plaza or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB to do, any of the foregoing (collectively, "Material Contracts"). Except as set forth in Section 5.03(k)(i) of SDTB's Disclosure Schedule, no consents, approvals, notices Plaza or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.any

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of SDTB's IDPK’s Disclosure Schedule, SDTB neither IDPK nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB IDPK or any of its Subsidiaries to indemnification from SDTBIDPK or any of its Subsidiaries, (C) which provides for the payment by SDTB IDPK or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBIDPK or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBIDPK or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBIDPK or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB IDPK or any of its Subsidiaries or limits the freedom of SDTB IDPK or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB IDPK or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB IDPK to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's IDPK’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's IDPK’s execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's Severn’s Disclosure Schedule, SDTB neither Severn nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsconsultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB Severn or any of its Subsidiaries to indemnification from SDTBSevern or any of its Subsidiaries, (C) which provides for the payment by SDTB Severn or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBSevern or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 150,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBSevern or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 300,000 or more in any single case or $250,000 750,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 150,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 150,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBSevern or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB Severn or any of its Subsidiaries or limits the freedom of SDTB Severn or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB Severn or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB Severn or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's Severn’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's Severn’s and SSB’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI SHBI as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's Grandpoint’s Disclosure Schedule, SDTB neither Grandpoint nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsconsultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB Grandpoint or any of its Subsidiaries to indemnification from SDTBGrandpoint or any of its Subsidiaries or which would require Grandpoint or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director, officer or employee of Grandpoint or any of its Subsidiaries to compete against Grandpoint or any of its Subsidiaries, (C) which provides for the payment by SDTB Grandpoint or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBGrandpoint or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 50,000 per annum, (FE) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness for borrowed money or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBGrandpoint or any of its Subsidiaries, (IH) which is executory and involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 300,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practicepractice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (JI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 50,000 or more in annual fees, (KJ) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 50,000 and that has any continuing obligations, liabilities or restrictions other than customary confidentiality restrictions, (LK) which relates to a partnership or joint venture or similar arrangement, (ML) which is a lease for any real or material personal property owned or presently used by SDTB, (N) which materially restricts the conduct of any business by SDTB or limits the freedom of SDTB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Grandpoint or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB to do, any of the foregoing (collectively, "Material Contracts"). Except as set forth in Section 5.03(k)(i) of SDTB's Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.Subsidiaries,

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's HEOP’s Disclosure Schedule, SDTB neither HEOP nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsconsultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB HEOP or any of its Subsidiaries to indemnification from SDTBHEOP or any of its Subsidiaries, (C) which provides for the payment by SDTB HEOP or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBHEOP or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 150,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBHEOP or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 300,000 or more in any single case or $250,000 750,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 150,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 150,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBHEOP or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB HEOP or any of its Subsidiaries or limits the freedom of SDTB HEOP or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB HEOP or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB HEOP or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's HEOP’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's HEOP’s and Heritage Oaks Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k5.03(k)(i) of SDTB's SCB’s Disclosure Schedule, SDTB neither SCB nor any of its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of SDTB SCB or any of its Subsidiaries to indemnification from SDTBSCB or any of its Subsidiaries, (C) which provides for the payment by SDTB SCB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SDTBSCB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $25,000 50,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of SDTB any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of SDTBSCB or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 50,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 50,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SDTBSCB or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SDTB SCB or any of its Subsidiaries or limits the freedom of SDTB SCB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SDTB SCB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits SDTB SCB or any of its Subsidiaries to do, any of the foregoing (collectively, "“Material Contracts"”). Except as set forth in Section 5.03(k)(i) of SDTB's SCB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SDTB's SCB’s and Security Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.