Common use of Material Contracts; Leases; Defaults Clause in Contracts

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Disclosure Schedule 4.9.1, neither BSFI nor any BSFI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI or any BSFI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI or any BSFI Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor any BSFI Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. 4.9.1 Except for the FENB Compensation and Benefit Plans and as set forth in BSFI FENB Disclosure Schedule 4.9.1, neither BSFI nor any BSFI Subsidiary FENB is not a party to or nor is FENB subject to: : (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; FENB; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI or any BSFI Subsidiary; FENB; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; FENB; (iv) any plan, material arrangement or contract with any past or present officer, director or employee of FENB which requires that FENB indemnify such Person for any reason; (v) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; FENB; (vvi) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary FENB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearDeposits, repurchase agreements, the Federal Reserve Bank advances, Federal Home Loan Bank overnight advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI CUNB or any BSFI Subsidiary; the Surviving Bank; (vivii) except for items listed on FENB Disclosure Schedule 4.16.2 and loans and other extensions of credit made by FENB in the ordinary course of its business, any other agreement, written or oral, that obligates FENB for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or ; (viiviii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI FENB (it being understood that any non-compete or similar provision shall be deemed material); (ix) any contract or agreement limiting the freedom of FENB to engage in any line of business or to compete with any other Person or prohibiting FENB from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (x) any contract or agreement with any Affiliate of FENB; (xi) any agreement of guarantee, support or indemnification by FENB, assumption or endorsement by FENB of, or any BSFI Subsidiarysimilar commitment by FENB with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (xii) any alliance, cooperation, joint venture, shareholders’ partnership or similar agreement involving a sharing of profits or losses relating to FENB; (xiii) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement providing for annual payments by FENB of more than $25,000; (xiv) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to, any assets or properties, or any interest therein, of FENB, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of FENB; (xv) any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by FENB or (D) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of FENB to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xvi) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2013, as applicable, was in excess of $50,000; (xvii) any contract not listed above that is material to the financial condition, results of operations or business of FENB. 4.9.2 Except for employment agreements with Black and Xxxxxxxxx, FENB has no existing agreement with any employee or director which either: (i) impacts at will employment relationships; (ii) provides for payments to an employee or director upon termination with or without cause; or (iii) provides for payments to an employee or director in any manner which are 4.9.3 Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI FENB Disclosure Schedule 4.9.2 4.9.3 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its the Knowledge neither BSFI nor of FENB, FENB is not in default in any BSFI Subsidiary is in material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.4 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section Sections 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, through 4.9.3 are listed on BSFI FENB Disclosure Schedules Schedule 4.9.1 and 4.9.2 or on FENB Disclosure Schedule 4.9.3 and are in full force and effect without modification on the date hereof. Agreement Date and FENB (and, to the Knowledge of FENB, any other party to any such contract, arrangement or instrument) has not materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. (i) Except as listed on FENB Disclosure Schedule 4.9.4, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement (other than the Surviving Bank) or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (ii) Except as set forth in BSFI FENB Disclosure Schedule 4.9.34.9.4, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which FENB is a party or under which FENB may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. (iii) Except for the FENB Founder Options and FENB Continuing Options, and except as set forth in FENB Disclosure Schedule 4.9.4, no such agreement, plan, contract, or arrangement (i) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary FENB or upon the occurrence of a subsequent event; or (ii) requires BSFI or any BSFI Subsidiary FENB to provide a benefit in the form of BSFI FENB Common Stock or determined by reference to the value of BSFI FENB Common Stock Stock. 4.9.5 Since December 31, 2013, through and including the Agreement Date, except as listed on FENB Disclosure Schedule 4.9.5, FENB has not: (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable Law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2013 (which amounts have been previously made available to CUNB) or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice; (ii) granted any options to purchase shares of FENB Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee under FENB Compensation and Benefit Plans; (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan; (iv) made any material election for federal or state income Tax purposes; (v) made any material change in the credit policies or procedures of FENB, the effect of which permit an employee was or independent contractor is to terminate make any such policy or procedure less restrictive in any material respect; (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $25,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or practices of FENB affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy; or (ix) suffered any strike, work stoppage, labor slow-down, or other labor disturbance. 4.9.6 Except as otherwise disclosed on FENB Disclosure Schedule 4.9.6, all payments due on the Preferred Stock have been paid in accordance with their respective terms. 4.9.7 Except as set forth on FENB Disclosure Schedule 4.9.7, FENB is not a party to any oral or written: (i) consulting agreement not terminable without penalty on 30 days’ or arrangement without cause and continue to accrue future benefits thereunderless notice; or (ii) agreement which requires the payment of referral fees or commissions or other fees in connection with Deposits, loans or any other business.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule SYNERGY DISCLOSURE SCHEDULE 4.9.1, neither BSFI Synergy nor any BSFI Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Synergy or any BSFI Synergy Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Synergy or any BSFI Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Synergy or any BSFI Synergy Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Synergy or any BSFI Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Synergy or any BSFI Synergy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI NYB or any BSFI NYB Subsidiary; (vi) any other agreementagreement with a vendor of products or services, written or oral, that obligates Synergy or any Synergy Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpremium, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Synergy or any BSFI SubsidiarySynergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule SYNERGY DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its the Knowledge of Synergy, neither BSFI Synergy nor any BSFI Synergy Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC NYB on or before the date hereof, are listed on BSFI Disclosure Schedules SYNERGY DISCLOSURE SCHEDULE 4.9.1 and or SYNERGY DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect without modification on the date hereofhereof and, neither Synergy nor any Synergy Subsidiary has materially breached any provision of, or is in default in any material respect under any term of, any such contract, arrangement or instrument. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Synergy or any Synergy Subsidiary is a party or under which Synergy or any Synergy Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in BSFI Disclosure Schedule SYNERGY DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI Synergy or any BSFI Synergy Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI Synergy or any BSFI Synergy Subsidiary to provide a benefit in the form of BSFI Synergy Common Stock or determined by reference to the value of BSFI Synergy Common Stock Stock. 4.9.4. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.4, none of the execution of this Agreement, approval of this Agreement by the stockholders of Synergy or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (A) result in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of Synergy or any Synergy Subsidiary under any Synergy Compensation and Benefit Plan, (B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Synergy Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Synergy Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Synergy Compensation and Benefit Plan or (iiiE) contains provisions result in any payment which permit an employee may be nondeductible for federal income tax purposes pursuant to Section 162(m) or independent contractor to terminate such agreement or arrangement without cause 280G of the Code and continue to accrue future benefits the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Beacon Federal Disclosure Schedule 4.9.1, neither BSFI Beacon Federal nor any BSFI Beacon Federal Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary; (viv) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Beacon Federal Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Beacon Federal nor any BSFI Beacon Federal Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC BHLB on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Beacon Federal Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI Beacon Federal or any BSFI Beacon Federal Subsidiary to provide a benefit in the form of BSFI Beacon Federal Common Stock or determined by reference to the value of BSFI Beacon Federal Common Stock or (iii) contains provisions which permit an employee employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI VIST Disclosure Schedule 4.9.14.8 or as disclosed in the VIST SEC Reports filed prior to the date of this Agreement, neither BSFI VIST nor any BSFI VIST Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI VIST or any BSFI VIST Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI VIST or any BSFI VIST Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI VIST or any BSFI VIST Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI VIST or any BSFI VIST Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI VIST or any BSFI VIST Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Xxxxxxxx or any BSFI Xxxxxxxx Subsidiary; (vi) any other agreement, written or oral, that obligates VIST or any VIST Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the-shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI VIST or any BSFI SubsidiaryVIST Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI VIST Disclosure Schedule 4.9.2 4.8(b) identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI VIST nor any BSFI VIST Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 Sections 4.8(a) and 4.9.2 4.8(b) (“Material Contracts”) have been made available to AFC Xxxxxxxx on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither VIST nor any VIST Subsidiary (nor, to the Knowledge of VIST, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as set forth in BSFI listed on VIST Disclosure Schedule 4.9.34.8(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, or arrangement 2008, through and including the date of this Agreement, except as publicly disclosed by VIST in the VIST SEC Reports filed prior to the date of this Agreement, neither VIST nor any VIST Subsidiary has (i) provides except for acceleration (A) normal increases for employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the vesting Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or payments due thereunder upon perquisites payable to any executive officer, employee, or director from the occurrence amount thereof in effect as of a change December 31, 2007 (which amounts have been previously made available to Xxxxxxxx), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on VIST Disclosure Schedule 4.12(a), as in ownership effect as of the date hereof), or control of BSFI or paid any BSFI Subsidiary or upon bonus other than the occurrence of a subsequent event; customary year-end bonuses in amounts consistent with past practice, (ii) requires BSFI granted any options to purchase shares of VIST Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice under VIST Option Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of VIST or any of the VIST Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of VIST or VIST Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule HRB DISCLOSURE SCHEDULE 4.9.1, neither BSFI HRB nor any BSFI HRB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI HRB or any BSFI HRB Subsidiary, except for “"at will” " arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI HRB or any BSFI HRB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI HRB or any BSFI HRB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI HRB or any BSFI HRB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI HRB or any BSFI HRB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ ' acceptances, and "treasury tax and loan" accounts and transactions in “"federal funds” " in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FNFG or any BSFI FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates HRB or any HRB Subsidiary for the payment of more than $50,000 annually or for the payment of more than $150,000 over its remaining term, which is not terminable without cause on 60 days’ notice ' or less notice without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI HRB or any BSFI SubsidiaryHRB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger Mergers by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule HRB DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI HRB nor any BSFI HRB Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC FNFG on or before the date hereof, are listed on BSFI Disclosure Schedules HRB DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither HRB nor any HRB Subsidiary (nor, to the Knowledge of HRB, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on HRB DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule HRB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which HRB or any HRB Subsidiary is a party or under which HRB or any HRB Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in HRB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI HRB or any BSFI HRB Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI HRB or any BSFI HRB Subsidiary to provide a benefit in the form of BSFI HRB Common Stock or determined by reference to the value of BSFI HRB Common Stock. None of the restrictive covenants contained in Paragraphs 9a.i and 9a.ii of the Homestead Funding Corporation Shareholders Agreement, dated August 18, 2003 (the "Homestead Shareholders Agreement"), included in HRB DISCLOSURE SCHEDULE 4.9.3, are in effect and will not be in effect as a result of the execution of this Agreement or consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Mergers. HRB authorizes FNFG on its behalf to issue the written notice to the parties to the Homestead Shareholders Agreement pursuant to Paragraph 5e thereof. HRB shall use its best efforts to receive from the parties to the Homestead Shareholders Agreement written acknowledgements that such shareholders have no right to purchase the Class A Voting Common Stock of Homestead Funding Corporation owned by HRB (assuming timely notice is provided pursuant to Paragraph 5e of the Homestead Shareholders Agreement) and that as a result of the execution of this Agreement or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause consummation of the transactions contemplated by this Agreement, including the Merger and continue to accrue future benefits thereunderthe Bank Mergers, Paragraphs 9a.i and 9a.ii of the Homestead Shareholders Agreement do not apply.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Legacy Disclosure Schedule 4.9.1, neither BSFI Legacy nor any BSFI Legacy Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI Legacy or any BSFI Legacy Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI Legacy or any BSFI Legacy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Legacy or any BSFI Legacy Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Legacy or any BSFI Legacy Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Legacy or any BSFI Legacy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Legacy or any BSFI Legacy Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI Legacy or any BSFI Legacy Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI Legacy or any BSFI Legacy Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Legacy Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Legacy nor any BSFI Legacy Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultdefault and all such material contracts, agreements, commitments, arrangements, leases, insurance policies and other instruments are listed on Legacy Disclosure Schedule 4.9.2. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC BHLB on or before the date hereof, are listed on BSFI Legacy Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.4.9.1

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule LIFC DISCLOSURE SCHEDULE 4.9.1, neither BSFI LIFC nor any BSFI LIFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI LIFC or any BSFI LIFC Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI LIFC or any BSFI LIFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI LIFC or any BSFI LIFC Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI LIFC or any BSFI LIFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI LIFC or any BSFI LIFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ ' acceptances, and "treasury tax and loan" accounts and transactions in “"federal funds” " in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI NYB or any BSFI NYB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI LIFC or any BSFI LIFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 100,000 over its remaining term; , which is not terminable without cause on 60 days' or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI LIFC or any BSFI SubsidiaryLIFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule LIFC DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI LIFC nor any BSFI LIFC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC NYB on or before the date hereof, are listed on BSFI Disclosure Schedules LIFC DISCLOSURE SCHEDULE 4.9.1 and or LIFC DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither LIFC nor any LIFC Subsidiary has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on LIFC DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule LIFC DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which LIFC or any LIFC Subsidiary is a party or under which LIFC or any LIFC Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in LIFC DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI LIFC or any BSFI LIFC Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI LIFC or any BSFI LIFC Subsidiary to provide a benefit in the form of BSFI LIFC Common Stock or determined by reference to the value of BSFI LIFC Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule FSBI DISCLOSURE SCHEDULE 4.9.1, neither BSFI FSBI nor any BSFI FSBI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI FSBI or any BSFI FSBI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI FSBI or any BSFI FSBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI FSBI or any BSFI FSBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI FSBI or any BSFI FSBI Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI FSBI or any BSFI FSBI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearadvances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI PFS or any BSFI PFS Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI FSBI or any BSFI FSBI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI FSBI or any BSFI SubsidiaryFSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule FSBI DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI FSBI nor any BSFI FSBI Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC PFS on or before the date hereof, are listed on BSFI Disclosure Schedules FSBI DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule FSBI DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which FSBI or any FSBI Subsidiary is a party or under which FSBI or any FSBI Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI FSBI or any BSFI FSBI Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI FSBI or any BSFI FSBI Subsidiary to provide a benefit in the form of BSFI FSBI Common Stock or determined by reference to the value of BSFI FSBI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule VSB Bancorp DISCLOSURE SCHEDULE 4.9.1, neither BSFI VSB Bancorp nor any BSFI VSB Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant agreement that by its terms limits the payment of BSFI dividends by VSB Bancorp or any BSFI VSB Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI VSB Bancorp or any BSFI VSB Bancorp Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI VSB Bancorp or any BSFI VSB Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearadvances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI Northfield Bancorp or any BSFI Northfield Bancorp Subsidiary; (viiv) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI VSB Bancorp or any BSFI VSB Bancorp Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment; or (viiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI VSB Bancorp or any BSFI SubsidiaryVSB Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, contract, commitment or understanding pursuant to which VSB Bancorp or any VSB Bancorp Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the involvement of VSB Bancorp or any VSB Bancorp Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any joint venture with any third parties. VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 sets forth the payments due if any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 is terminated by VSB Bancorp or Northfield Bancorp prior to, in connection with, or immediately following the Merger, and where such payment or penalty would exceed $100,000. 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule VSB Bancorp DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI VSB Bancorp nor any BSFI VSB Bancorp Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC Northfield Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 hereof and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule VSB Bancorp DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which VSB Bancorp or any VSB Bancorp Subsidiary is a party or under which VSB Bancorp or any VSB Bancorp Subsidiary may be liable contains provisions that permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in VSB Bancorp DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI VSB Bancorp or any BSFI VSB Bancorp Subsidiary or upon the occurrence of a subsequent event; , or (ii) requires BSFI VSB Bancorp or any BSFI VSB Bancorp Subsidiary to provide a benefit in the form of BSFI VSB Bancorp Common Stock or determined by reference to the value of BSFI VSB Bancorp Common Stock Stock. 4.9.4. Except as set forth in VSB Bancorp DISCLOSURE SCHEDULE 4.9.4, since December 31, 2018, through and including the date of this Agreement, neither VSB Bancorp nor any VSB Bancorp Subsidiary has (i) made any material change in the credit policies or procedures of VSB Bancorp or any VSB Bancorp Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the ordinary course of business consistent with past practice; (iii) contains provisions which permit an employee entered into any lease of real or independent contractor to terminate such agreement personal property requiring annual payments in excess of $25,000 or arrangement without cause and continue to accrue future benefits thereundermore than $75,000 over its remaining term, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of VSB Bancorp or any VSB Bancorp Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule GLB DISCLOSURE SCHEDULE 4.9.1, neither BSFI GLB nor any BSFI GLB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI GLB or any BSFI GLB Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI GLB or any BSFI GLB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI GLB or any BSFI GLB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI GLB or any BSFI GLB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI GLB or any BSFI GLB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FNFG or any BSFI FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates GLB or any GLB Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI GLB or any BSFI SubsidiaryGLB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule GLB DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI GLB nor any BSFI GLB Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC FNFG on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither GLB nor any GLB Subsidiary (nor, to the Knowledge of GLB, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument, except as set forth in GLB DISCLOSURE SCHEDULE 4.9.3(a). Except as listed on GLB DISCLOSURE SCHEDULE 4.9.3(b), no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule 4.9.3GLB DISCLOSURE SCHEDULE 4.9.3(c), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which GLB or any GLB Subsidiary is a party or under which GLB or any GLB Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in GLB DISCLOSURE SCHEDULE 4.9.3(d), no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI GLB or any BSFI GLB Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI GLB or any BSFI GLB Subsidiary to provide a benefit in the form of BSFI GLB Common Stock or determined by reference to the value of BSFI GLB Common Stock Stock. 4.9.4. Since December 31, 2006, through and including the date of this Agreement, except as publicly disclosed by GLB in the Securities Documents filed or furnished by GLB prior to the date hereof, neither GLB nor any GLB Subsidiary has (i) except for (A) normal increases for employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2006 (which amounts have been previously made available to FNFG), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on GLB DISCLOSURE SCHEDULE 4.13.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of GLB Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice under GLB Option Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of GLB or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of GLB or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI on First Priority Disclosure Schedule 4.9.14.8(a), neither BSFI First Priority nor any BSFI First Priority Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI First Priority or any BSFI First Priority Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI First Priority or any BSFI First Priority Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of BSFI First Priority or any BSFI First Priority Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI First Priority or any BSFI First Priority Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, 100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI First Priority or any BSFI First Priority Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates First Priority or any First Priority Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI First Priority or any BSFI SubsidiaryFirst Priority Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) First Priority Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by First Priority, First Priority Bank or any First Priority Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI First Priority Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI First Priority nor any BSFI First Priority Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8(a) and 4.9.2 4.8(b) (collectively, the “First Priority Material Contracts”) have been made available to AFC Mid Penn on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither First Priority nor any First Priority Subsidiary (nor, to the Knowledge of First Priority, any other party to any First Priority Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any First Priority Material Contract. Except as listed on First Priority Disclosure Schedule 4.8(c), no party to any First Priority Material Contract will have the right to terminate any or all of the provisions of any such First Priority Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI on First Priority Disclosure Schedule 4.9.34.8(d), no such agreementsince December 31, plan2016, contractthrough and including the date of this Agreement, or arrangement neither First Priority nor any First Priority Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2016 (which amounts have been previously made available to Mid Penn), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on First Priority Disclosure Schedule 4.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon the occurrence of a change paid any bonus other than customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of First Priority Common Stock, or any BSFI Subsidiary Right to provide a benefit in the form of BSFI Common Stock any executive officer, director or determined by reference to the value of BSFI Common Stock or employee, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of First Priority or any of the First Priority Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of $10,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of First Priority or the First Priority Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance. (e) As of the date of this Agreement, except as set forth on First Priority Disclosure Schedule 4.8(e), none of the deposits of First Priority is a “brokered deposit” as defined in 12 CFR Section 337.6(a)(2).

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI on Cheviot Financial Disclosure Schedule 4.9.1, neither BSFI Cheviot Financial nor any BSFI Cheviot Financial Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant agreement which by its terms limits the payment of BSFI dividends by Cheviot Financial or any BSFI Cheviot Financial Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Cheviot Financial or any BSFI Cheviot Financial Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Cheviot Financial or any BSFI Cheviot Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearCincinnati advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI MainSource or any BSFI MainSource Subsidiary; (viiv) any other agreement, written or, to Cheviot Financial’s knowledge, oral, that obligates Cheviot Financial or oralany Cheviot Financial Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or payment; (v) any obligation, agreement, contract, commitment, liability, lease or that obligates BSFI license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any BSFI Subsidiary for circumstances resulting from transactions effected or events occurring on or prior to the payment date of more than $25,000 annually this Agreement or for the payment of more than $50,000 over its remaining termfrom any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Cheviot Financial or any BSFI SubsidiaryCheviot Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). None of Cheviot Financial or any Cheviot Financial Subsidiary is delinquent in the payment of any amount due pursuant to any trade payable in any material respect, and each has properly accrued for such payables in accordance with GAAP, except where the failure to so accrue would not constitute a Material Adverse Effect on Cheviot Financial. 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI on Cheviot Financial Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Cheviot Financial nor any BSFI Cheviot Financial Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event by Cheviot Financial or and Cheviot Financial Subsidiary that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True 4.9.3. Cheviot Financial has previously made available to MainSource true and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Cheviot Financial Disclosure Schedule 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Cheviot Financial or any Cheviot Financial Subsidiary is a party or under which Cheviot Financial or any Cheviot Financial Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause or for good reason and continue to accrue future benefits thereunder. Except as set forth in Cheviot Financial Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI Cheviot Financial or any BSFI Cheviot Financial Subsidiary or upon the occurrence of a subsequent event; or (ii) requires BSFI Cheviot Financial or any BSFI Cheviot Financial Subsidiary to provide a benefit in the form of BSFI Cheviot Financial Common Stock or determined by reference to the value of BSFI Cheviot Financial Common Stock Stock. 4.9.4. Except as set forth in Cheviot Financial Disclosure Schedule 4.9.4, since December 31, 2014, through and including the date of this Agreement, neither Cheviot Financial nor any Cheviot Financial Subsidiary has (i) made any material change in the credit policies or procedures of Cheviot Financial or any Cheviot Financial Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans, loan commitments and real estate owned in the ordinary course of business consistent with past practice; (iii) contains provisions which permit an employee entered into any lease of real or independent contractor to terminate such agreement personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or arrangement without cause and continue to accrue future benefits thereunderin the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of Cheviot Financial or any Cheviot Financial Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Rome Disclosure Schedule 4.9.1, neither BSFI Rome nor any BSFI Rome Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI Rome or any BSFI Rome Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI Rome or any BSFI Rome Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Rome or any BSFI Rome Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Rome or any BSFI Rome Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Rome or any BSFI Rome Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Rome or any BSFI Rome Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI Rome or any BSFI Rome Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI Rome or any BSFI Rome Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Rome Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Rome nor any BSFI Rome Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC BHB on or before the date hereof, are listed on BSFI Rome Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.4.9.1

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI HNC Disclosure Schedule 4.9.1, neither BSFI HNC nor any BSFI HNC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI HNC or any BSFI HNC Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI HNC or any BSFI HNC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI HNC or any BSFI HNC Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI HNC or any BSFI HNC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI HNC or any BSFI HNC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FNFG or any BSFI FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates HNC or any HNC Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI HNC or any BSFI SubsidiaryHNC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI HNC Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI HNC nor any BSFI HNC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 (“Material Contracts”) have been made available to AFC FNFG on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither HNC nor any HNC Subsidiary (nor, to the Knowledge of HNC, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as set forth in BSFI listed on HNC Disclosure Schedule 4.9.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. 4.9.4. Since December 31, 2008, through and including the date of this Agreement, except as publicly disclosed by HNC in the Securities Documents filed or arrangement furnished by HNC prior to the date hereof, neither HNC nor any HNC Subsidiary has (i) provides except for acceleration (A) normal increases for employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the vesting Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or payments due thereunder upon perquisites payable to any executive officer, employee, or director from the occurrence amount thereof in effect as of a change December 31, 2008 (which amounts have been previously made available to FNFG), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on HNC Disclosure Schedule 4.13.1, as in ownership effect as of the date hereof), or control of BSFI or paid any BSFI Subsidiary or upon bonus other than the occurrence of a subsequent event; customary year-end bonuses in amounts consistent with past practice, (ii) requires BSFI granted any options to purchase shares of HNC Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice under HNC Option Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of HNC or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of HNC or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule ABNJ DISCLOSURE SCHEDULE 4.9.1, neither BSFI ABNJ nor any BSFI ABNJ Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI ABNJ or any BSFI ABNJ Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI ABNJ or any BSFI ABNJ Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI ABNJ or any BSFI ABNJ Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI ABNJ or any BSFI ABNJ Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI ABNJ or any BSFI ABNJ Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Investors or any BSFI Investors Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI ABNJ or any BSFI ABNJ Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI ABNJ or any BSFI SubsidiaryABNJ Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule ABNJ DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI ABNJ nor any BSFI ABNJ Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a A-17 party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC Investors on or before the date hereof, are listed on BSFI Disclosure Schedules ABNJ DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither ABNJ nor any ABNJ Subsidiary (nor, to the Knowledge of ABNJ, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on ABNJ DISCLOSURE SCHEDULE 4.9.3(a), no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule 4.9.3ABNJ DISCLOSURE SCHEDULE 4.9.3(b), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which ABNJ or any ABNJ Subsidiary is a party or under which ABNJ or any ABNJ Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in ABNJ DISCLOSURE SCHEDULE 4.9.3(c), no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI ABNJ or any BSFI ABNJ Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI ABNJ or any BSFI ABNJ Subsidiary to provide a benefit in the form of BSFI ABNJ Common Stock or determined by reference to the value of BSFI ABNJ Common Stock Stock. 4.9.4. Since December 31, 2007, through and including the date of this Agreement, except as publicly disclosed by ABNJ in the Securities Documents filed or furnished by ABNJ prior to the date hereof, neither ABNJ nor any ABNJ Subsidiary has (i) except for (A) normal increases for employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2007 (which amounts have been previously made available to Investors), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on ABNJ DISCLOSURE SCHEDULE 4.13.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of ABNJ Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice under ABNJ Equity Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of ABNJ or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of ABNJ or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance. 4.9.5. ABNJ did not apply to accrue future benefits thereunder.participate in the Capital Purchase Program established by the United States Treasury Department under the Troubled Assets Relief Program, pursuant to the Emergency Economic Stabilization Act of 2008. A-18

Material Contracts; Leases; Defaults. 4.9.1 5.9.1 Except as set forth in BSFI CUB Disclosure Schedule 4.9.15.9.1, neither BSFI CU Bancorp nor any BSFI Subsidiary CUB is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee of CU Bancorp or consultant of BSFI or any BSFI SubsidiaryCUB, except for “at will” arrangements; , (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directorsdirectors or employees of CU Bancorp or CUB, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI CU Bancorp or any BSFI Subsidiary; CUB, (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI CU Bancorp or any BSFI Subsidiary; CUB, (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI CU Bancorp or any BSFI Subsidiary CUB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, the Federal Reserve Bank advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI CU Bancorp or any BSFI Subsidiary; CUB, or (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI CU Bancorp or CUB (it being understood that any BSFI Subsidiarynon-compete or similar provision shall be deemed material). 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor any BSFI Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 5.9.2 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 5.9.1 have been made available to AFC PC Bancorp and PCB on or before the date hereof, are listed on BSFI CUB Disclosure Schedules 4.9.1 and 4.9.2 Schedule 5.9.1 and are in full force and effect without modification on the date hereofhereof and neither CU Bancorp nor CUB (nor, to the Knowledge of CU Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on CUB Disclosure Schedule 5.9.2(a), no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI CUB Disclosure Schedule 4.9.35.9.2(b), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which CU Bancorp or CUB is a party or under which CU Bancorp or CUB may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in CUB Disclosure Schedule 5.9.2(c), no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI CU Bancorp or any BSFI Subsidiary CUB or upon the occurrence of a subsequent event; or (iiy) requires BSFI CU Bancorp or any BSFI Subsidiary CUB to provide a benefit in the form of BSFI CU Bancorp Common Stock or determined by reference to the value of BSFI CU Bancorp Common Stock Stock. 5.9.3 Except as set forth on CUB Disclosure Schedule 5.9.3. CUB is not a party to any oral or written (i) consulting agreement not terminable without penalty on 45 days’ or less notice, (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving CU Bancorp and CUB of the nature contemplated by this Agreement, (iii) contains provisions agreement which permit an employee requires the payment of referral fees or independent contractor commissions or other fees in connection with deposits, loans or any other business, (iv) agreement containing covenants that limit the ability of either CU Bancorp or CUB to terminate compete in any line of business or with any person, or that involves any restriction on the geographic area in which, or method by which, or (v) agreement which requires further payments over the remaining term of the contract in excess of $250,000. 5.9.4 Since January 1, 2011, through and including the date of this Agreement, except as listed on CU Bancorp Disclosure Schedule 5.9.4, a copy which has been made available to PC Bancorp, CUB has not (i) made any material election for federal or state income Tax purposes, (ii) made any material change in the credit policies or procedures of CUB, the effect of which was or is to make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (iii) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (iv) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (v) changed any accounting methods, principles or practices of CUB affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy, or (vi) suffered any strike, work stoppage, labor slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI Premier Disclosure Schedule 4.9.14.8.1, neither BSFI Premier nor any BSFI Premier Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant agreement which by its terms limits the payment of BSFI dividends by Premier or any BSFI Premier Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Premier or any BSFI Premier Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Premier or any BSFI Premier Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearDallas advances, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI First Guaranty or any BSFI First Guaranty Subsidiary; (viiv) any other agreement, written or or, to Premier's Knowledge, oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Premier or any BSFI Premier Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days' or less notice without penalty or payment; or (viiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Premier or any BSFI SubsidiaryPremier Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.8.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Premier Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Premier nor any BSFI Premier Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 have been made available to AFC First Guaranty on or before the date hereof, are listed on BSFI Premier Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.4.8.1

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI on Fox Chase Disclosure Schedule 4.9.14.8(a), neither BSFI Fox Chase nor any BSFI Fox Chase Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Fox Chase or any BSFI Fox Chase Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Fox Chase or any BSFI Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor union Univest relating to employees of BSFI Fox Chase or any BSFI Fox Chase Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Fox Chase or any BSFI Fox Chase Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, 100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Fox Chase or any BSFI Fox Chase Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Fox Chase or any BSFI Fox Chase Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Fox Chase or any BSFI SubsidiaryFox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Fox Chase Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by Fox Chase, Fox Chase Bank or any Fox Chase Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Fox Chase Disclosure Schedule 4.9.2 4.8(b), identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor any BSFI Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8(a) and 4.9.2 4.8(b) (collectively, the “Fox Chase Material Contracts”) have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 Univest and are in full force and effect without modification on the date hereof, and neither Fox Chase nor any Fox Chase Subsidiary (nor, to the Knowledge of Fox Chase, any other party to any Fox Chase Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any Fox Chase Material Contract. Except as set forth in BSFI listed on Fox Chase Disclosure Schedule 4.9.34.8(c), no party to any Fox Chase Material Contract will have the right to terminate any or all of the provisions of any such agreementFox Chase Material Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Except as listed on Fox Chase Disclosure Schedule 4.8(d), or arrangement since September 30, 2015, through and including the date of this Agreement, neither Fox Chase nor any Fox Chase Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of September 30, 2015 (which amounts have been previously made available to Univest ), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Fox Chase Disclosure Schedule 4.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of Fox Chase Common Stock, or any BSFI Subsidiary Right to provide a benefit any executive officer, director or employee other than grants made in the form ordinary course of BSFI Common Stock business consistent with past practice under any option or determined by reference to the value of BSFI Common Stock or benefit plan, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Fox Chase or any of the Fox Chase Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments and investment securities (in the ordinary course of business) except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Fox Chase or the Fox Chase Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI Disclosure Schedule 4.9.1CLFC DISCLOSURE SCHEDULE 4.8.1, neither BSFI CLFC nor any BSFI CLFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI CLFC or any BSFI CLFC Subsidiary, except for “"at will” " arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI CLFC or any BSFI CLFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI CLFC or any BSFI CLFC Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI CLFC or any BSFI CLFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI CLFC or any BSFI CLFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI First Clover Leaf Financial or any BSFI First Clover Leaf Financial Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI CLFC or any BSFI CLFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term20,000 annually; or (vii) any agreement (other than this Agreement)agreement, contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI CLFC or any BSFI SubsidiaryCLFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.8.2. Each real estate lease that will may require the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms a prohibition or restriction relating to assignment, by operation of any such leaselaw or otherwise, or change in control, is listed in BSFI Disclosure Schedule 4.9.2 CLFC DISCLOSURE SCHEDULE 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI CLFC nor any BSFI CLFC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 have been made available to AFC First Federal Financial on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 CLFC DISCLOSURE SCHEDULE 4.8.1 and 4.9.2 4.8.2 and are in full force and effect without modification on the date hereof, and neither CLFC nor any CLFC Subsidiary (nor, to the Knowledge of CLFC, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as set forth in BSFI Disclosure Schedule 4.9.3a result of the execution of, no and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which CLFC or any CLFC Subsidiary is a party or under which CLFC or any CLFC Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI CLFC or any BSFI CLFC Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI CLFC or any BSFI CLFC Subsidiary to provide a benefit in the form of BSFI CLFC Common Stock or determined by reference to the value of BSFI CLFC Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI on Xxxxxxx Xxxx Disclosure Schedule 4.9.14.8(a), neither BSFI Xxxxxxx Xxxx nor any BSFI Xxxxxxx Xxxx Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Xxxxxxx Xxxx or any BSFI SubsidiaryXxxxxxx Xxxx Xxxxxxxxxx, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Xxxxxxx Xxxx or any BSFI Xxxxxxx Xxxx Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of BSFI Xxxxxxx Xxxx or any BSFI SubsidiaryXxxxxxx Xxxx Xxxxxxxxxx; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Xxxxxxx Xxxx or any BSFI SubsidiaryXxxxxxx Xxxx Xxxxxxxxxx; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($50,000, 100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Xxxxxxx Xxxx or any BSFI Xxxxxxx Xxxx Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, FRB Paycheck Protection Program Liquidity Facility borrowings, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Xxxxxxx Xxxx or any BSFI Xxxxxxx Xxxx Subsidiary for the payment of more than Fifty Thousand Dollars ($25,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($50,000 100,000) over its remaining term, which is not terminable without cause on sixty (60) days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software); or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Xxxxxxx Xxxx or any BSFI SubsidiaryXxxxxxx Xxxx Xxxxxxxxxx (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material); (viii) any contract between or among Xxxxxxx Xxxx or any of its Subsidiaries or Affiliates; (ix) any contract involving Intellectual Property (excluding generally commercially available “off the shelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any contract relating to the provision of data processing, network communications or other technical services to or by Xxxxxxx Xxxx or any of its Subsidiaries providing for the payment of more than Fifty Thousand Dollars ($50,000) annually or for the payment of more than One Hundred Thousand Dollars ($100,000) over its remaining term; (xi) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement or agreement; (xii) any contract that provides any rights to investors in Xxxxxxx Xxxx, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Xxxxxxx Xxxx Board of Directors; (xiii) any contract that provides for potential material indemnification payments by Xxxxxxx Xxxx or any of its Subsidiaries; (xiv) any contract or understanding with a labor union, in each case whether written or oral; (xv) any contract that grants any right of first refusal, right first offer or similar right with respect to any material assets, rights or properties of Xxxxxxx Xxxx or its Subsidiaries; (xvi) any contract which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Governmental Authority in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earn-out or other obligations that continue in effect after the date of this Agreement; or (xvii) any other contract or amendment thereto that would be required to be filed as an exhibit to any SEC report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K). 4.9.2 (b) Xxxxxxx Xxxx Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by Xxxxxxx Xxxx, Xxxxxxx Xxxx Bank or any Xxxxxxx Xxxx Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI on Xxxxxxx Xxxx Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Xxxxxxx Xxxx nor any BSFI Xxxxxxx Xxxx Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8(a) and 4.9.2 4.8(b) (collectively, the “Xxxxxxx Xxxx Material Contracts”) have been made available to AFC Mid Penn on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither Xxxxxxx Xxxx nor any Xxxxxxx Xxxx Subsidiary (nor, to the Knowledge of Xxxxxxx Xxxx, any other party to any Xxxxxxx Penn Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any Xxxxxxx Xxxx Material Contract. Except as listed on Xxxxxxx Xxxx Disclosure Schedule 4.8(c), no party to any Xxxxxxx Xxxx Material Contract will have the right to terminate any or all of the provisions of any such Xxxxxxx Xxxx Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI on Xxxxxxx Xxxx Disclosure Schedule 4.9.34.8(d), no such agreementsince December 31, plan2023, contractthrough and including the date of this Agreement, or arrangement neither Xxxxxxx Xxxx nor any Xxxxxxx Xxxx Xxxxxxxxxx has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2023 (which amounts have been previously made available to Mid Penn), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Xxxxxxx Xxxx Disclosure Schedule 4.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon the occurrence of a change paid any bonus other than customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of Xxxxxxx Xxxx Common Stock, or any BSFI Subsidiary Right to provide a benefit in the form of BSFI Common Stock any executive officer, director or determined by reference to the value of BSFI Common Stock or employee, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of Fifty Thousand Dollars ($50,000), other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Xxxxxxx Xxxx or the Xxxxxxx Xxxx Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance. (e) As of the date of this Agreement, except as set forth on Xxxxxxx Xxxx Disclosure Schedule 4.8(e), none of the deposits of Xxxxxxx Xxxx is a “brokered deposit” as defined in 12 CFR Section 337.6(a)(2).

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Disclosure Schedule 4.9.14.8(a), neither BSFI FNBPA nor any BSFI FNBPA Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI FNBPA or any BSFI FNBPA Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI FNBPA or any BSFI FNBPA Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI FNBPA or any BSFI FNBPA Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI FNBPA or any BSFI FNBPA Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI FNBPA or any BSFI FNBPA Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates FNBPA or any FNBPA Subsidiary for the payment of more than $10,000 annually or for the payment of more than $25,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI FNBPA or any BSFI SubsidiaryFNBPA Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by FNBPA, FNB Port Allegany or any FNBPA Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 4.8(b), identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI FNBPA nor any BSFI FNBPA Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8(a) and 4.9.2 4.8(b) (“FNBPA Material Contracts”) have been made available to AFC Juniata on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither FNBPA nor any FNBPA Subsidiary (nor, to the Knowledge of FNBPA, any other party to any FNBPA Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any FNBPA Material Contract. Except as set forth in BSFI Disclosure listed on Schedule 4.9.34.8(c), no party to any FNBPA Material Contract will have the right to terminate any or all of the provisions of any such agreementFNBPA Material Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, or arrangement 2014, through and including the date of this Agreement, neither FNBPA nor any FNBPA Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2014 (which amounts have been previously made available to Juniata), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Schedule 4.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of FNBPA Common Stock, or any BSFI Subsidiary Right to provide a benefit any executive officer, director or employee other than grants made in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice under any plan set forth on Schedule 4.2(a), (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of FNBPA or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of $2,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of FNBPA or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI CS Holdings Disclosure Schedule 4.9.13.08(a), neither BSFI CS Holdings nor any BSFI Subsidiary Community Bank is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI CS Holdings or any BSFI SubsidiaryCommunity Bank; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI CS Holdings or any BSFI Subsidiary Community Bank is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Sunshine Bancorp or any BSFI Sunshine Bancorp Subsidiary; (viiii) any other agreement, written or oral, that obligates CS Holdings or Community Bank for the payment of more than $10,000 annually or for the payment of more than $25,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI CS Holdings or Community Bank (it being understood that any BSFI Subsidiarynon-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI CS Holdings Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction3.08(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI CS Holdings nor any BSFI Subsidiary Community Bank is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.08(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC Sunshine Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither CS Holdings nor Community Bank (nor, to the Knowledge of CS Holdings, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as listed on CS Holdings Disclosure Schedule 3.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI CS Holdings Disclosure Schedule 4.9.33.08(d), no such agreementsince December 31, plan2012, contractthrough and including the date of this Agreement, or arrangement neither CS Holdings nor Community Bank has (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a made any material change in ownership the credit policies or control procedures of BSFI CS Holdings or Community Bank, the effect of which was or is to make any BSFI Subsidiary such policy or upon the occurrence of a subsequent eventprocedure less restrictive in any material respect; (ii) requires BSFI made any material acquisition or disposition of any BSFI Subsidiary to provide a benefit assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice; (iii) contains provisions entered into any lease of real or personal property requiring annual payments in excess of $25,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice; or (iv) changed any accounting methods, principles or practices of CS Holdings or Community Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (e) For the avoidance of doubt, this Section 3.08 does not address CS Holdings Compensation and Benefits Plans or labor matters, which permit an employee or independent contractor to terminate such agreement or arrangement without cause are addressed solely by Section 3.12 and continue to accrue future benefits thereunderSection 3.24, respectively.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI on First West Virginia Disclosure Schedule 4.9.1, neither BSFI First West Virginia nor any BSFI First West Virginia Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI First West Virginia or any BSFI First West Virginia Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI First West Virginia or any BSFI First West Virginia Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI First West Virginia or any BSFI First West Virginia Subsidiary; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI First West Virginia or any BSFI First West Virginia Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI First West Virginia or any BSFI First West Virginia Subsidiary; (viv) any other agreement, written or oral, which that is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI First West Virginia or any BSFI First West Virginia Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI First West Virginia or any BSFI First West Virginia Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI on First West Virginia Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge First West Virginia’s Knowledge, neither BSFI First West Virginia nor any BSFI First West Virginia Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC CB on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no No such agreement, plan, contract, or arrangement arrangement: (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI First West Virginia or any BSFI First West Virginia Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI First West Virginia or any BSFI First West Virginia Subsidiary to provide a benefit in the form of BSFI First West Virginia Common Stock or determined by reference to the value of BSFI First West Virginia Common Stock Stock; or (iii) contains provisions which that permit an employee employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4 Since December 31, 2016, through and including the date of this Agreement, except as set forth on First West Virginia Disclosure Schedule 4.9.4, neither First West Virginia nor any First West Virginia Subsidiary has: (i) except for (A) normal increases for employees (other than executive officers) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any executive officer, employee or director, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans, and as previously disclosed by First West Virginia), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice; (ii) granted any options or warrants to purchase shares of First West Virginia Common Stock or shares of capital stock of any First West Virginia Subsidiary, or any right to acquire any shares of capital stock to any executive officer, director or employee of First West Virginia or any First West Virginia Subsidiary; (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan; (iv) made any material election for federal or state income tax purposes; (v) made any material change in the credit policies or procedures of First West Virginia or any First West Virginia Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect; (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or practices of First West Virginia or any First West Virginia Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy; or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule CB&T DISCLOSURE SCHEDULE 4.9.1, neither BSFI CB&T nor any BSFI CB&T Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI CB&T or any BSFI CB&T Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI CB&T or any BSFI CB&T Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI CB&T or any BSFI CB&T Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI CB&T or any BSFI CB&T Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI CB&T or any BSFI CB&T Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI AANB or any BSFI AANB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI CB&T or any BSFI CB&T Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI CB&T or any BSFI SubsidiaryCB&T Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent or the assignment to AANB as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor any BSFI Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultCB&T DISCLOSURE SCHEDULE 4. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI UA Bank Disclosure Schedule 4.9.13.08(a), neither BSFI nor any BSFI Subsidiary UA Bank is not a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI SubsidiaryUA Bank; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary UA Bank is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Emclaire or any BSFI Emclaire Subsidiary; (viiii) any other agreement, written or oral, that obligates UA Bank for the payment of more than $10,000 annually or for the payment of more than $25,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the-shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI UA Bank (it being understood that any non-compete or similar provision shall be deemed material, but any BSFI Subsidiarylimitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger Mergers by virtue of the terms of any such lease, lease is listed in BSFI UA Bank Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction3.08(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor Knowledge, UA Bank is not in default in any BSFI Subsidiary is in material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.08(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC Emclaire on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and UA Bank (and, to the Knowledge of UA Bank, any other party to any such contract, arrangement or instrument) has not materially breached any provision of, and is not in default in any respect under any term of, any Material Contract. Except as listed on UA Bank Disclosure Schedule 3.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI UA Bank Disclosure Schedule 4.9.33.08(d), no such agreementsince December 31, plan2014, contractthrough and including the date of this Agreement, or arrangement UA Bank has not (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a made any material change in ownership the credit policies or control procedures of BSFI UA Bank, the effect of which was or is to make any BSFI Subsidiary such policy or upon the occurrence of a subsequent event; procedure less restrictive in any material respect, (ii) requires BSFI made any material acquisition or disposition of any BSFI Subsidiary to provide a benefit assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice; (iii) contains provisions which permit an employee entered into any lease of real or independent contractor to terminate such agreement personal property requiring annual payments in excess of $10,000, other than in connection with foreclosed property or arrangement without cause and continue to accrue future benefits thereunderin the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of UA Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI DCB Disclosure Schedule 4.9.14.8.1, neither BSFI DCB nor any BSFI DCB Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or arrangement other material agreement with any past or present officer, director, director or employee or consultant of BSFI DCB or any BSFI DCB Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI DCB or any BSFI DCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI DCB or any BSFI DCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI DCB or any BSFI DCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI DCB or any BSFI DCB Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Bridge Bancorp, BNB Bank or any BSFI Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI DCB or any BSFI DCB Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 200,000 over its remaining term; , which is not terminable with or without cause on 60 days’ or less notice without penalty or payment, (vii) that is a material intellectual property license or under which DCB or any DCB Subsidiary has licensed to others the right to use any intellectual property owned by DCB or any DCB Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for DCB or any DCB Subsidiary other than through customization tools made available by the applicable licensor, (viii) that provides any rights to shareholders of DCB, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to DCB’s or any DCB Subsidiary’s Board of Directors or (viiix) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI DCB or any BSFI DCB Subsidiary. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI DCB Disclosure Schedule 4.9.2 identifying 4.8.2. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“DCB Material Contracts”) have been made available to Bridge Bancorp on or before the section date hereof, and are, including to the extent applicable in the case of DCB Compensation and Benefit Plans, in full force and effect on the lease that contains such prohibition or restriction. Subject date hereof and DCB has not (nor, to the Knowledge of DCB, has another party to any consents that may be required as a result of the transactions contemplated by this Agreementsuch contract, to its Knowledge neither BSFI nor arrangement or instrument) materially breached any BSFI Subsidiary provision of, or is not in default in any material default respect under any material contractterm of, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefitsany DCB Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultmaterial default or material breach. Except as listed on DCB Disclosure Schedule 4.8.3, no party to any DCB Material Contract will have the right to terminate any or all of the provisions of any such DCB Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof4.8.4. Except as set forth in BSFI DCB Disclosure Schedule 4.9.34.8.4, no such agreementsince December 31, plan2019, contractthrough and including the date of this Agreement, or arrangement neither DCB nor any DCB Subsidiary has (i) provides except for acceleration (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on DCB Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019 (which amounts have been previously made available to Bridge Bancorp), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on DCB Disclosure Schedule 4.12.1, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary year-end bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any DCB Common Stock Options, any equity award under a DCB Stock Benefit Plan, or any BSFI Subsidiary right to provide a benefit in the form acquire any shares of BSFI Common Stock its capital stock to any executive officer, director or determined by reference to the value of BSFI Common Stock or employee, (iii) contains provisions established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by the Patient Protection and Affordable Care Act and the regulations issued thereunder, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of DCB or any DCB Subsidiary, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $400,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of DCB or any DCB Subsidiary affecting their assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI FCB Disclosure Schedule 4.9.13.08(a), neither BSFI FCB nor any BSFI FCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI FCB or any BSFI FCB Subsidiary; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI FCB or any BSFI FCB Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI Xxxxxxxx Bancorp or any BSFI Xxxxxxxx Bancorp Subsidiary; (viiii) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI FCB or any BSFI FCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on sixty (60) days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI FCB or any BSFI SubsidiaryFCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI FCB Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction3.08(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI FCB nor any BSFI FCB Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.08(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC Xxxxxxxx Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither FCB nor any FCB Subsidiary (nor, to the Knowledge of FCB, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as listed on FCB Disclosure Schedule 3.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement (other than the Second Merger). (d) Except as set forth in BSFI FCB Disclosure Schedule 4.9.33.08(d), no such agreementsince December 31, plan2014, contractthrough and including the date of this Agreement, or arrangement neither FCB nor any FCB Subsidiary has (i) provides for acceleration made any material change in the credit policies or procedures of FCB or any of the vesting FCB Subsidiaries, the effect of benefits which was or payments due thereunder upon the occurrence of a change is to make any such policy or procedure less restrictive in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; material respect, (ii) requires BSFI made any material acquisition or disposition of any BSFI Subsidiary to provide a benefit assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice; (iii) contains provisions entered into any lease of real or personal property requiring annual payments in excess of $10,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of FCB or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy, other than those changes required by GAAP and related accounting guidance or as recommended by the Company’s accounting firm. (e) For the avoidance of doubt, this Section 3.08 does not address FCB Compensation and Benefits Plans or labor matters, which permit an employee or independent contractor to terminate such agreement or arrangement without cause are addressed solely by Section 3.12 and continue to accrue future benefits thereunderSection 3.24, respectively.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI CNB Disclosure Schedule 4.9.14.8.1, neither BSFI nor any BSFI Subsidiary CNB is not a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or arrangement other material agreement with any past or present officer, director, director or employee or consultant of BSFI or any BSFI SubsidiaryCNB, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI or any BSFI SubsidiaryCNB; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI SubsidiaryCNB; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI SubsidiaryCNB; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary CNB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Bridge Bancorp, Bridge Bank or any BSFI Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary CNB for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI CNB (it being understood that any non-compete or similar provision shall be deemed material, but any BSFI Subsidiarylimitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI CNB Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. Subject True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to Bridge Bancorp on or before the date hereof, and are, including to the extent applicable in the case of CNB Compensation and Benefit Plans, in full force and effect on the date hereof and CNB has not (nor, to the Knowledge of CNB, has other party to any consents that may be required as a result of the transactions contemplated by this Agreementsuch contract, to its Knowledge neither BSFI nor arrangement or instrument) materially breached any BSFI Subsidiary provision of, or is not in material default in any respect under any material contractterm of, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefitsany Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultdefault or breach. Except as listed on CNB Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof4.8.4. Except as set forth in BSFI CNB Disclosure Schedule 4.9.34.8.4, no such agreementsince December 31, plan2013, contractthrough and including the date of this Agreement, or arrangement CNB has not (i) provides except for acceleration (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on CNB Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2013 (which amounts have been previously made available to Bridge Bancorp), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on CNB Disclosure Schedule 4.12.1, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary year-end bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options to purchase shares of CNB Common Stock, or any BSFI Subsidiary right to provide a benefit in the form acquire any shares of BSFI Common Stock its capital stock to any executive officer, director or determined by reference to the value of BSFI Common Stock or employee, (iii) contains provisions established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by the Patient Protection and Affordable Care Act and the regulations issued thereunder, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of CNB, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of CNB affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI FKF Disclosure Schedule 4.9.14.8.1, neither BSFI FKF nor any BSFI FKF Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or consultant independent contractor of BSFI FKF or any BSFI FKF Subsidiary, except for “at will” arrangements; (iib) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants independent contractors of BSFI FKF or any BSFI FKF Subsidiary; (iiic) any collective bargaining agreement with any labor union relating to employees of BSFI FKF or any BSFI FKF Subsidiary; (ivd) any agreement which by its terms limits or affects the payment of dividends by BSFI FKF or any BSFI FKF Subsidiary; (ve) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI FKF or any BSFI FKF Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI BMBC or any BSFI BMBC Subsidiary; (vif) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI FKF or any BSFI FKF Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days or less notice without penalty or payment (viiother than agreements for commercially available “off-the-shelf” software), (g) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI FKF or any BSFI FKF Subsidiary; (h) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (i) any lease for real property; (j) any contract or arrangement with any broker-dealer or investment adviser; (k) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (l) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (m) any other material agreement. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI FKF Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI FKF nor any BSFI FKF Subsidiary is in material default in any respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.8.3. True and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 (“Material Contracts”) have been made available to AFC BMBC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are valid, binding and in full force and effect without modification on the date hereofhereof and neither FKF nor any FKF Subsidiary (nor, to the Knowledge of FKF, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of FKF or any of the FKF Subsidiaries under any Material Contract. Except as listed on FKF Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in BSFI on FKF Disclosure Schedule 4.9.34.8.4, no such agreementsince September 30, plan2008, contractthrough and including the date of this Agreement, except as publicly disclosed by FKF in the Securities Documents filed or arrangement furnished by FKF prior to the date hereof, neither FKF nor any FKF Subsidiary has (a) except for (i) provides normal increases for acceleration employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the vesting Exchange Act) made in the ordinary course of benefits business consistent with past practice, or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of September 30, 2008 (which amounts have been previously made available to BMBC), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on FKF Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (b) granted any options to purchase shares of FKF Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the form ordinary course of BSFI Common Stock business consistent with past practice under FKF Option Plans, (c) increased or determined by reference established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state income tax purposes, (e) made any change in the credit policies or procedures of FKF or any of its Subsidiaries, the effect of which was or is to the value make any such policy or procedure less restrictive, (f) made any material acquisition or disposition of BSFI Common Stock any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, (g) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (h) changed any accounting methods, principles or practices of FKF or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iiii) contains provisions which permit an employee suffered any strike, work stoppage, slow-down, or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI on MidCoast Disclosure Schedule 4.9.1, neither BSFI MidCoast nor any BSFI MidCoast Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI MidCoast or any BSFI MidCoast Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, warrants, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI MidCoast or any BSFI MidCoast Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI SubsidiaryMidCoast; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI MidCoast or any BSFI MidCoast Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI MidCoast or any BSFI MidCoast Subsidiary; (viv) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI MidCoast or any BSFI MidCoast Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI or any BSFI SubsidiaryMidCoast. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI on MidCoast Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this AgreementAgreement listed in MidCoast Disclosure Schedule 4.4.2(iii), to its MidCoast’s Knowledge neither BSFI nor any BSFI Subsidiary MidCoast is not in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefitscontract of the type described in Section 4.9, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC Citizens on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI on MidCoast Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement arrangement: (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI MidCoast or any BSFI MidCoast Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI MidCoast or any BSFI MidCoast Subsidiary to provide a benefit in the form of BSFI MidCoast Common Stock or determined by reference to the value of BSFI MidCoast Common Stock Stock; or (iii) contains provisions which permit an employee employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4 Since December 31, 2018, through and including the date of this Agreement, except as set forth on MidCoast Disclosure Schedule 4.9.4, MidCoast has not: (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any executive officer, employee or director, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans, and as previously disclosed by MidCoast), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice; (ii) granted any options or warrants to purchase shares of MidCoast Common Stock, or any right to acquire any shares of capital stock to any executive officer, director or employee of MidCoast or any MidCoast Subsidiary; (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan; (iv) made any material election for federal or state income tax purposes; (v) made any material change in the credit policies or procedures of MidCoast or any MidCoast Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect; (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or practices of MidCoast or any MidCoast Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy; or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI on FNB Disclosure Schedule 4.9.1, neither BSFI nor any BSFI Subsidiary FNB is not a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangementsFNB; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI SubsidiaryFNB; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI SubsidiaryFNB; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary FNB is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryFNB; (viv) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary FNB for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI or any BSFI SubsidiaryFNB. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI on FNB Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this AgreementAgreement listed in FNB Disclosure Schedule 4.9.2, to its FNB’s Knowledge neither BSFI nor any BSFI Subsidiary FNB is not in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC Citizens on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI on FNB Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement arrangement: (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary FNB or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary FNB to provide a benefit in the form of BSFI FNB Common Stock or determined by reference to the value of BSFI FNB Common Stock Stock; or (iii) contains provisions which permit an employee employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4 Since December 31, 2014, through and including the date of this Agreement, except as set forth on FNB Disclosure Schedule 4.9.4, FNB has not: (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any executive officer, employee or director, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans, and as previously disclosed by FNB), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice; (ii) granted any options or warrants to purchase shares of FNB Common Stock, or any right to acquire any shares of capital stock to any executive officer, director or employee of FNB; (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan; (iv) made any material election for federal or state income tax purposes; (v) made any material change in the credit policies or procedures of FNB, the effect of which was or is to make any such policy or procedure less restrictive in any material respect; (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or practices of FNB affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy; or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI ALFC Disclosure Schedule 4.9.1, neither BSFI ALFC nor any BSFI ALFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI ALFC or any BSFI ALFC Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI ALFC or any BSFI ALFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI ALFC or any BSFI ALFC Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI ALFC or any BSFI ALFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI ALFC or any BSFI ALFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearadvances, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FFC or any BSFI FFC Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment' notice, or that obligates BSFI ALFC or any BSFI ALFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining termannually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI ALFC or any BSFI SubsidiaryALFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI ALFC Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI ALFC nor any BSFI ALFC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC FFC on or before the date hereof, are listed on BSFI ALFC Disclosure Schedules Schedule 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI ALFC Disclosure Schedule 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which ALFC or any ALFC Subsidiary is a party or under which ALFC or any ALFC Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in ALFC Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI ALFC or any BSFI ALFC Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI ALFC or any BSFI ALFC Subsidiary to provide a benefit in the form of BSFI ALFC Common Stock or determined by reference to the value of BSFI ALFC Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI EN Bancorp Disclosure Schedule 4.9.13.08(a), neither BSFI EN Bancorp nor any BSFI EN Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI EN Bancorp or any BSFI EN Bancorp Subsidiary; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI EN Bancorp or any BSFI EN Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI ESSA Bancorp or any BSFI ESSA Bancorp Subsidiary; (viiii) any other agreement, written or oral, that obligates EN Bancorp or any EN Bancorp Subsidiary for the payment of more than $10,000 annually or for the payment of more than $25,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the-shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI EN Bancorp or any BSFI SubsidiaryEN Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI EN Bancorp Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction3.08(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI EN Bancorp nor any BSFI EN Bancorp Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.08(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC ESSA Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither EN Bancorp nor any EN Bancorp Subsidiary (nor, to the Knowledge of EN Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as listed on EN Bancorp Disclosure Schedule 3.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI EN Bancorp Disclosure Schedule 4.9.33.08(d), no such agreementsince December 31, plan2014, contractthrough and including the date of this Agreement, or arrangement neither EN Bancorp nor any EN Bancorp Subsidiary has (i) provides for acceleration made any material change in the credit policies or procedures of EN Bancorp or any of the vesting EN Bancorp Subsidiaries, the effect of benefits which was or payments due thereunder upon the occurrence of a change is to make any such policy or procedure less restrictive in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; material respect, (ii) requires BSFI made any material acquisition or disposition of any BSFI Subsidiary to provide a benefit assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the form ordinary course of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or business consistent with past practice; (iii) contains provisions entered into any lease of real or personal property requiring annual payments in excess of $10,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of EN Bancorp or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (e) For the avoidance of doubt, this Section 3.08 does not address EN Bancorp Compensation and Benefits Plans or labor matters, which permit an employee or independent contractor to terminate such agreement or arrangement without cause are addressed solely by Section 3.12 and continue to accrue future benefits thereunderSection 3.24, respectively.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI EXX Disclosure Schedule 4.9.14.8.1, neither BSFI EXX nor any BSFI EXX Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, "change in control" or termination contract or arrangement with any past or present officer, director, employee or consultant independent contractor of BSFI EXX or any BSFI EXX Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “"at will” " arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants independent contractors of BSFI EXX or any BSFI EXX Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of BSFI EXX or any BSFI EXX Subsidiary; (ive) any agreement which by its terms limits or affects the payment of dividends by BSFI EXX or any BSFI EXX Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI EXX or any BSFI EXX Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ ' acceptances, and "treasury tax and loan" accounts and transactions in “"federal funds” " in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI DNB or any BSFI DNB Subsidiary; (vig) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI EXX or any BSFI EXX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days' or less notice without penalty or payment (viiother than agreements for commercially available "off-the-shelf" software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI EXX or any BSFI EXX Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreement. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI EXX Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI EXX nor any BSFI EXX Subsidiary is in material default in any respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.8.3. True and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 ("Material Contracts") have been made available to AFC DNB on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are valid, binding and in full force and effect without modification on the date hereofhereof and neither EXX nor any EXX Subsidiary (nor, to the Knowledge of EXX, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of EXX or any of the EXX Subsidiaries under any Material Contract. Except as set forth in BSFI listed on EXX Disclosure Schedule 4.9.34.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. 4.8.4. Except as listed on EXX Disclosure Schedule 4.8.4, or arrangement since December 31, 2015, through and including the date of this Agreement, neither EXX nor any EXX Subsidiary has (a) except for (i) provides normal increases for acceleration employees made in the ordinary course of the vesting of benefits business consistent with past practice, or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2015 (which amounts have been previously made available to DNB), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on EXX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (b) granted any options to purchase shares of EXX Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees made in the form ordinary course of BSFI Common business consistent with past practice under the EXX Stock Benefit Plan, (c) increased or determined established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state income tax purposes, (e) made any change in the credit policies or procedures of EXX or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive, (f) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, (g) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (h) except as required by reference to the value GAAP or a Governmental Entity, changed any accounting methods, principles or practices of BSFI Common Stock EXX or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iiii) contains provisions which permit an employee suffered any strike, work stoppage, slow-down, or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI RBPI Disclosure Schedule 4.9.14.8.1, neither BSFI RBPI nor any BSFI RBPI Subsidiary is a party to to, bound by or subject to: to any agreement, contract, instrument, plan, arrangement, commitment or understanding (iwhether written or oral): (a) any with respect to the employment, consulting consulting, severance, retention, “change in control” or severance contract or arrangement with termination of any past or present officer, director, manager, member, partner, employee or consultant independent contractor of BSFI RBPI or any BSFI RBPI Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control), except for “at will” arrangements; (iib) containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any planRBPI Subsidiary (other than this Agreement), arrangement or contract granting any right of first refusal, right of first offer or similar right with respect to material assets of RBPI or any RBPI Subsidiary or limiting (or purporting to limit) the ability of RBPI or any RBPI Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (c) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, managers, members, partners, employees or consultants independent contractors of BSFI RBPI or any BSFI RBPI Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of BSFI RBPI or any BSFI RBPI Subsidiary; (ive) any agreement which by its terms limits or affects the payment of dividends by BSFI RBPI or any BSFI RBPI Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI RBPI or any BSFI RBPI Subsidiary is an obligor to any person, except those which instrument evidences evidence or relates relate to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” or which contains in each case established in the Ordinary Course of Business; (g) containing financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI BMBC or any BSFI BMBC Subsidiary; (vih) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI obligating RBPI or any BSFI RBPI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software); (i) providing for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) relating to the lease for real property; (k) with any broker-dealer or investment adviser; (l) with any investment company registered under the Investment Company Act of 1940; (m) with respect to any local clearing house or self-regulatory organization; (n) with respect to the settlement of any litigation or other adversarial proceeding; or (viio) any agreement (other than this Agreement)required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, contract2015 or for the year ended December 31, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI or any BSFI Subsidiary2016. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI RBPI Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI RBPI nor any BSFI RBPI Subsidiary is in material default in any respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.8.3. True and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 (“Material Contracts”) have been made available to AFC BMBC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are valid, binding and in full force and effect without modification on the date hereofhereof and neither RBPI nor any RBPI Subsidiary (nor, to the Knowledge of RBPI, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of RBPI or any of the RBPI Subsidiaries under any Material Contract. Except as set forth in BSFI listed on RBPI Disclosure Schedule 4.9.34.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. 4.8.4. Except as listed on RBPI Disclosure Schedule 4.8.4, since December 31, 2015, through and including the date of this Agreement, neither RBPI nor any RBPI Subsidiary has (a) increased the wages, salaries, compensation, pension, or arrangement other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of October 26, 2016 (which amounts have been previously made available to BMBC), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on RBPI Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice except for (i) provides normal increases for acceleration employees made in the Ordinary Course of the vesting of benefits Business, or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI as required by applicable Law, (b) granted any options to purchase shares of RBPI Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the form Ordinary Course of BSFI Common Business under any RBPI Stock Benefit Plan, (c) increased or determined established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state income tax purposes, (e) made any change in the credit policies or procedures of RBPI or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive, (f) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, (g) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (h) except as required by reference to the value GAAP or a Governmental Entity, changed any accounting methods, principles or practices of BSFI Common Stock RBPI or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iiii) contains provisions which permit an employee suffered any strike, work stoppage, slow-down, or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule WCBI DISCLOSURE SCHEDULE 4.9.1, neither BSFI WCBI nor any BSFI WCBI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI WCBI or any BSFI WCBI Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI WCBI or any BSFI WCBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI WCBI or any BSFI WCBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI WCBI or any BSFI WCBI Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI WCBI or any BSFI WCBI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI PBI or any BSFI PBI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ ' notice or less without material penalty or payment, or that obligates BSFI WCBI or any BSFI WCBI Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 150,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI WCBI or any BSFI SubsidiaryWCBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger Mergers by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule WCBI DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI WCBI nor any BSFI WCBI Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC PBI on or before the date hereof, are listed on BSFI Disclosure Schedules WCBI DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule WCBI DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which WCBI or any WCBI Subsidiary is a party or under which WCBI or any WCBI Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in WCBI DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI WCBI or any BSFI WCBI Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI WCBI or any BSFI WCBI Subsidiary to provide a benefit in the form of BSFI WCBI Common Stock or determined by reference to the value of BSFI WCBI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI Company Disclosure Schedule 4.9.14.8.1, neither BSFI the Company nor any BSFI Company Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or consultant independent contractor of BSFI the Company or any BSFI Company Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants applicable to the Company or any past or present Company director or employee; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants independent contractors of BSFI the Company or any BSFI Company Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of BSFI the Company or any BSFI Company Subsidiary; (ive) any agreement which by its terms limits or affects the payment of dividends by BSFI the Company or any BSFI Company Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI the Company or any BSFI Company Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI the Parent or any BSFI Parent Subsidiary; (vig) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI the Company or any BSFI Company Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment (viiother than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI the Company or any BSFI Company Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other contract which is material to the business, operations or financial condition of the Company or a Company Subsidiary. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Company Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI the Company nor any BSFI Company Subsidiary is in material default in any respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, except where default would not, individually or in the aggregate, have a Material Adverse Effect on the Company. 4.9.3 4.8.3. True and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.9.1 Sections 4.8.1 and 4.9.2 4.8.2 (“Material Contracts”) have been made available to AFC Parent on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are valid, binding and in full force and effect without modification on the date hereofhereof and neither the Company nor any Company Subsidiary (nor, to the Knowledge of the Company, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of the Company or any of the Company Subsidiaries under any Material Contract. Except as set forth in BSFI listed on Company Disclosure Schedule 4.9.34.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. 4.8.4. Except as listed on Company Disclosure Schedule 4.8.4, or arrangement since December 31, 2016, through and including the date of this Agreement, neither the Company nor any Company Subsidiary has (a) except for (i) provides normal increases for acceleration employees made in the ordinary course of the vesting of benefits business consistent with past practice, or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2016, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (b) granted any options to purchase shares of Company Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to directors or employees made in the form ordinary course of BSFI Common business consistent with past practice under the Company Stock Options, (c) increased or determined established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state income tax purposes, (e) made any change in the credit policies or procedures of the Company or any of the Company Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive, (f) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, (g) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (h) except as required by reference to GAAP or a Governmental Entity, changed any accounting methods, principles or practices of the value Company or of BSFI Common Stock the Company Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iiii) contains provisions which permit an employee suffered any strike, work stoppage, slow-down, or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Target Disclosure Schedule 4.9.13.08(a), neither BSFI Target nor any BSFI Target Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Target or any BSFI Target Subsidiary; (vii) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Target or any BSFI Target Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Investors Bancorp or any BSFI Investors Bancorp Subsidiary; (viiii) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Target or any BSFI Target Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Target or any BSFI SubsidiaryTarget Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in BSFI Target Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction3.08(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI Target nor any BSFI Target Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.08(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC Investors Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither Target nor any Target Subsidiary (nor, to the Knowledge of Target, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any Material Contract. Except as set forth in BSFI listed on Target Disclosure Schedule 4.9.33.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, or arrangement 2011, through and including the date of this Agreement, neither Target nor any Target Subsidiary has (i) provides for acceleration made any material change in the credit policies or procedures of Target or any of the vesting Target Subsidiaries, the effect of benefits which was or payments due thereunder upon the occurrence of a change is to make any such policy or procedure less restrictive in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; material respect, (ii) requires BSFI made any material acquisition or disposition of any BSFI Subsidiary to provide a benefit assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the form ordinary course of BSFI Common Stock business consistent with past practice, or determined by reference following the date hereof, any sale, transfer or other disposition of any Target Delinquent Loan pursuant to the value of BSFI Common Stock Section 5.01(b)(viii) or (xiii); (iii) contains provisions entered into any lease of real or personal property requiring annual payments in excess of $25,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of Target or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (e) For the avoidance of doubt, this Section 3.08 does not address Target Compensation and Benefits Plans or labor matters, which permit an employee or independent contractor to terminate such agreement or arrangement without cause are addressed solely by Section 3.12 and continue to accrue future benefits thereunderSection 3.25, respectively.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule GCB DISCLOSURE SCHEDULE 4.9.1, neither BSFI GCB nor any BSFI GCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI GCB or any BSFI GCB Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI GCB or any BSFI GCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI GCB or any BSFI GCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI GCB or any BSFI GCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI GCB or any BSFI GCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI OFC or any BSFI OFC Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI GCB or any BSFI GCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI GCB or any BSFI SubsidiaryGCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule GCB DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI GCB nor any BSFI GCB Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC OFC on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither GCB nor any GCB Subsidiary (nor, to the Knowledge of GCB, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument, except as set forth in GCB DISCLOSURE SCHEDULE 4.9.3. Except as listed on GCB DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule GCB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which GCB or any GCB Subsidiary is a party or under which GCB or any GCB Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in GCB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI GCB or any BSFI GCB Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI GCB or any BSFI GCB Subsidiary to provide a benefit in the form of BSFI GCB Common Stock or determined by reference to the value of BSFI GCB Common Stock. 4.9.4. Since December 31, 2006, through and including the date of this Agreement, except as set forth in GCB DISCLOSURE SCHEDULE 4.9.4, neither GCB nor any GCB Subsidiary has (i) except for (A) normal increases for employees (other than officers and directors subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2006 (which amounts have been previously made available to OFC), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on GCB DISCLOSURE SCHEDULE 4.13.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of GCB Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice under GCB Stock or Benefit Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of GCB or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of GCB or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.8.1. Except as set forth in BSFI Polonia Disclosure Schedule 4.9.14.8.1, neither BSFI Polonia nor any BSFI Polonia Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or consultant independent contractor of BSFI Polonia or any BSFI Polonia Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants applicable to Polonia or any past or present Polonia director or employee; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants independent contractors of BSFI Polonia or any BSFI Polonia Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of BSFI Polonia or any BSFI Polonia Subsidiary; (ive) any agreement which by its terms limits or affects the payment of dividends by BSFI Polonia or any BSFI Polonia Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Polonia or any BSFI Polonia Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Prudential or any BSFI Prudential Subsidiary; (vig) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Polonia or any BSFI Polonia Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment (viiother than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI Polonia or any BSFI Polonia Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any agreement or arrangement that is subject to the provisions of 12 C.F.R. Part 359, (k) any lease for real property; (l) any contract or arrangement with any broker-dealer or investment adviser; (m) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (n) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (o) any other contract which is material to the business, operations or financial condition of Polonia or a Polonia Subsidiary. 4.9.2 4.8.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Polonia Disclosure Schedule 4.9.2 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Polonia nor any BSFI Polonia Subsidiary is in material default in any respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, except where default would not, individually or in the aggregate, have a Material Adverse Effect on Polonia. 4.9.3 4.8.3. True and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8.1 and 4.9.2 4.8.2 (“Material Contracts”) have been made available to AFC Prudential on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are valid, binding and in full force and effect without modification on the date hereofhereof and neither Polonia nor any Polonia Subsidiary (nor, to the Knowledge of Polonia, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of Polonia or any of the Polonia Subsidiaries under any Material Contract. Except as set forth in BSFI listed on Polonia Disclosure Schedule 4.9.34.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. 4.8.4. Except as listed on Polonia Disclosure Schedule 4.8.4, or arrangement since December 31, 2015, through and including the date of this Agreement, neither Polonia nor any Polonia Subsidiary has (a) except for (i) provides normal increases for acceleration employees made in the ordinary course of the vesting of benefits business consistent with past practice, or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2015 (which amounts have been previously made available to Prudential), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Polonia Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (b) granted any options to purchase shares of Polonia Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock, including restricted stock awards or units, to any executive officer, director or employee other than grants to employees made in the form ordinary course of BSFI Common business consistent with past practice under the Polonia Stock Benefit Plans, (c) increased or determined established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state income tax purposes, (e) made any change in the credit policies or procedures of Polonia or any of the Polonia Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive, (f) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments, (g) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (h) except as required by reference to GAAP or a Governmental Entity, changed any accounting methods, principles or practices of Polonia or of the value of BSFI Common Stock Polonia Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iiii) contains provisions which permit an employee suffered any strike, work stoppage, slow-down, or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Disclosure Schedule 4.9.1Previously Disclosed, neither BSFI Flatbush MHC, Flatbush Federal Bancorp nor any BSFI Flatbush Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, employee director or consultant of BSFI or any BSFI Subsidiaryemployee, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, employees directors or consultants of BSFI or any BSFI Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiaryemployees; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Flatbush Federal Bancorp or any BSFI Flatbush Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Flatbush Federal Bancorp or any BSFI Flatbush Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Northfield Bancorp or any BSFI Northfield Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Flatbush MHC, Flatbush Federal Bancorp or any Flatbush Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the-shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Flatbush Federal Bancorp or any BSFI SubsidiaryFlatbush Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 Each (b) Flatbush Federal Bancorp has Previously Disclosed each real estate lease to which it or any Flatbush Subsidiary is a party that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger Mergers by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI Flatbush Federal Bancorp nor any BSFI Flatbush Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 3.09(a) and 4.9.2 (b) (“Material Contracts”) have been made available to AFC Northfield Bancorp on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3Previously Disclosed, no party to any Material Contract will have the right to terminate any or all of the provisions of any such agreementMaterial Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, 2010, through and including the date of this Agreement, and except as publicly disclosed in the Flatbush Federal Bancorp Securities Documents filed or arrangement furnished prior to the date hereof, neither Flatbush Federal Bancorp nor any Flatbush Subsidiary has (i) provides except for acceleration (A) normal increases for employees (other than officers subject to the reporting requirements of Section 16(a) of the vesting Exchange Act) made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or payments due thereunder upon perquisites payable to any executive officer, employee, or director, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the occurrence terms of a change agreements or severance plans and as Previously Disclosed by Flatbush Federal Bancorp), or paid any bonus other than the customary year-end bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options to purchase shares of Flatbush Federal Bancorp Common Stock, or any BSFI Subsidiary right to provide a benefit acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the form ordinary course of BSFI Common Stock or determined by reference to business consistent with past practice under the value of BSFI Common Stock or Flatbush Federal Bancorp Stock-Based Incentive Plan, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for Federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Flatbush Federal Bancorp or any of the Flatbush Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) except for a Previously Disclosed disposition of its main office, made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000 other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Flatbush Federal Bancorp or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI the Disclosure Schedule 4.9.1Letter, neither BSFI Douglass nor any BSFI Subsidiary Seller Bank is a party to or subject to: (i) any employmentemxxxxxxxx, consulting or severance contract or arrangement with any past or present officer, director, director or employee of Douglass or consultant of BSFI or any BSFI SubsidiarySeller Bank, except for “at will” arrangements; (ii) any plan, arrangement xxx xxxn or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors, directors or employees of Douglass or consultants of BSFI or any BSFI SubsidiarySeller Bank; (iii) any collective bargaining agreement with agreemexx xxxx any labor union relating to employees of BSFI Douglass or any BSFI SubsidiarySeller Bank; (iv) any agreement which by its terms limits or affects the lxxxxx xxe payment of dividends by BSFI Douglass or any BSFI SubsidiarySeller Bank; (v) any instrument evidencing or related to indebtedness relatex xx xxxebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Douglass or any BSFI Subsidiary Seller Bank is an obligor to any person, which instrument evidences instrxxxxx xxidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Purchaser or any BSFI Purchaser Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or paymentnotice, or that obligates BSFI Douglass or any BSFI Subsidiary Seller Bank for the payment of more than $25,000 annually or for the payment 10,000 annxxxxx; xr that has a term of no more than $50,000 over its remaining term; one year or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Douglass or Seller Bank (it being understood that any non-competx xx xxxilar provision shall be deemed material) or any BSFI Subsidiaryother material agreement. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. (b) Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Douglass nor any BSFI Subsidiary Seller Bank is in material default under any material contractcontraxx, agreementxxxxement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and to the Knowledge of Douglass there has not occurred any event that, with the lapse of time or ox xxxx xr the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 Sections 3.10(a) and 4.9.2 (b) have been made available to AFC Purchaser on or before the date hereof, are listed on BSFI the Disclosure Schedules 4.9.1 and 4.9.2 Letter and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of hereof and enforceable against the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary counterparty to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderit relates.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule PENNFED DISCLOSURE SCHEDULE 4.9.1, neither BSFI PennFed nor any BSFI PennFed Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI PennFed or any BSFI PennFed Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI PennFed or any BSFI PennFed Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI PennFed or any BSFI PennFed Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI PennFed or any BSFI PennFed Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI PennFed or any BSFI PennFed Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI NYB or any BSFI NYB Subsidiary; (vi) any other agreementagreement with a vendor of products or services, written or oral, that obligates PennFed or any PennFed Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpremium, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI PennFed or any BSFI SubsidiaryPennFed Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule PENNFED DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI PennFed nor any BSFI PennFed Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC NYB on or before the date hereof, are listed on BSFI Disclosure Schedules PENNFED DISCLOSURE SCHEDULE 4.9.1 and or PENNFED DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect without modification on the date hereofhereof and, except as set forth in PENNFED DISCLOSURE SCHEDULE 4.9.3, neither PennFed nor any PennFed Subsidiary has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on PENNFED DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule PENNFED DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which PennFed or any PennFed Subsidiary is a party or under which PennFed or any PennFed Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in PENNFED DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI PennFed or any BSFI PennFed Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI PennFed or any BSFI PennFed Subsidiary to provide a benefit in the form of BSFI PennFed Common Stock or determined by reference to the value of BSFI PennFed Common Stock Stock. 4.9.4. Except as disclosed in PENNFED DISCLOSURE SCHEDULE 4.9.4 none of the execution of this Agreement, approval of this Agreement by the stockholders of PennFed or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (A) result in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of PennFed or any PennFed Subsidiary under any PennFed Compensation and Benefit Plan, (B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any PennFed Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any PennFed Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any PennFed Compensation and Benefit Plan or (iiiE) contains provisions result in any payment which permit an employee may be nondeductible for federal income tax purposes pursuant to Section 162(m) or independent contractor to terminate such agreement or arrangement without cause 280G of the Code and continue to accrue future benefits the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Disclosure Schedule 4.9.1Previously Disclosed, neither BSFI First Federal Bancorp nor any BSFI First Federal Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, employee director or consultant of BSFI or any BSFI Subsidiaryemployee, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, employees directors or consultants of BSFI or any BSFI Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiaryemployees; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI First Federal Bancorp or any BSFI First Federal Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI First Federal Bancorp or any BSFI First Federal Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI First Federal Bancorp or any BSFI First Federal Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates First Federal Bancorp or any First Federal Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the-shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI First Federal Bancorp or any BSFI SubsidiaryFirst Federal Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. (b) Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI First Federal Bancorp nor any BSFI First Federal Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 True (c) Except as Previously Disclosed, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and correct copies the consummation of agreementsthe transactions contemplated by, contractsthis Agreement. (d) Since December 31, arrangements 2012, through and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC on or before including the date hereofof this Agreement, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except except as set forth in BSFI Disclosure Schedule 4.9.3Previously Disclosed, no such agreement, plan, contract, or arrangement neither First Federal Bancorp nor any First Federal Subsidiary has (i) provides except for acceleration (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the vesting of wages, salaries, compensation, pension, or other fringe benefits or payments due thereunder upon perquisites payable to any executive officer, employee, or director, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the occurrence terms of a change agreements or severance plans and as Previously Disclosed by First Federal Bancorp), or paid any bonus other than the customary year-end bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI or granted any BSFI Subsidiary options to provide a benefit in the form purchase shares of BSFI First Federal Bancorp Common Stock or determined by reference Preferred Stock, or any right to the value acquire any shares of BSFI Common Stock its capital stock to any officer, director or employee, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for Federal or state income tax purposes, (v) made any material change in the credit policies or procedures of First Federal Bancorp or any of the First Federal Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000 other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of First Federal Bancorp or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule TFC DISCLOSURE SCHEDULE 4.9.1, neither BSFI TFC nor any BSFI TFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI TFC or any BSFI TFC Subsidiary, except for “"at will” " arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI TFC or any BSFI TFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI TFC or any BSFI TFC Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI TFC or any BSFI TFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI TFC or any BSFI TFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FNFG or any BSFI FNFG Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI TFC or any BSFI TFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term75,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI TFC or any BSFI SubsidiaryTFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule TFC DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI TFC nor any BSFI TFC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC FNFG on or before the date hereof, are listed on BSFI Disclosure Schedules TFC DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and neither TFC nor any TFC Subsidiary (nor, to the Knowledge of TFC, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. Except as listed on TFC DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the transactions contemplated by, this Agreement. Except as set forth in BSFI Disclosure Schedule TFC DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which TFC or any TFC Subsidiary is a party or under which TFC or any TFC Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in TFC DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI TFC or any BSFI TFC Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI TFC or any BSFI TFC Subsidiary to provide a benefit in the form of BSFI TFC Common Stock or determined by reference to the value of BSFI TFC Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderStock.

Material Contracts; Leases; Defaults. 4.9.1 (i) Except as set forth in BSFI GCFC Disclosure Schedule 4.9.14.1(j)(i), neither BSFI GCFC nor any BSFI GCFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI GCFC or any BSFI GCFC Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI GCFC or any BSFI GCFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI GCFC or any BSFI GCFC Subsidiary; (iv) any agreement (other than this Agreement) which by its terms limits or affects the payment of dividends by BSFI GCFC or any BSFI GCFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of notes payable, including trust preferred obligations, purchase money obligationobligations, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI GCFC or any BSFI GCFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryIBT; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI GCFC or any BSFI GCFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining termannually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI GCFC or any BSFI SubsidiaryGCFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 (ii) Each real estate lease that will require the consent of the lessor or its agent or the assignment to Surviving Corporation as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI GCFC Disclosure Schedule 4.9.2 4.1(j)(ii) identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge GCFC's Knowledge, neither BSFI GCFC nor any BSFI GCFC Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (iii) Except as described in GCFC Disclosure Schedule 4.1(j)(iii), all data processing contracts of GCFC or the GCFC Subsidiaries are cancelable by GCFC or the GCFC Subsidiaries on or before the Effective Time without cost, penalty or further obligation. (iv) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.1(j)(i), 4.1(j)(ii) and 4.9.2 4.1(j)(iii) have been made available to AFC IBT on or before the date hereof, are listed on BSFI GCFC Disclosure Schedules 4.9.1 Schedule 4.1(j)(i), 4.1(j)(ii) and 4.9.2 4.1(j)(iii) and are in full force and effect without modification on the date hereof. Except as set forth in BSFI GCFC Disclosure Schedule 4.9.34.1(j)(iv), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which GCFC or any GCFC Subsidiary is a party or under which GCFC or any GCFC Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in GCFC Disclosure Schedule 4.1(j)(iv), no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI GCFC or any BSFI Subsidiary GCFC Subsidiary; or upon the occurrence of a subsequent event; (iiy) requires BSFI GCFC or any BSFI GCFC Subsidiary to provide a benefit in the form of BSFI GCFC Common Stock or determined by reference to the value of BSFI GCFC Common Stock Stock. (v) There is no other agreement, contract, loan, mortgage, deed of trust, lease, commitment, indenture, note or other instrument under which (a) a consent or approval is required, (b) a prohibited assignment by operation of law could occur, (c) a waiver or loss of any right could occur, or (iiid) contains provisions which permit an employee acceleration of any obligation could occur, in each case as a result of the execution and delivery of this Agreement, or independent contractor the change of control or merger of GCFC or any GCFC Subsidiary or the liquidation of GCFC upon consummation of the Merger where any of the following: (w) the failure to terminate obtain such agreement consent or arrangement without cause and continue to accrue future benefits thereunderapproval, (x) the violation of the prohibition against assignment, (y) the waiver or loss of any material right, or (z) the acceleration of any obligation could materially interfere with the ordinary course of business by GCFC or any GCFC Subsidiary (or IBT or any IBT Subsidiaries as their successors) or have a Material Adverse Effect on GCFC.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI on Riverview Disclosure Schedule 4.9.14.8(a), neither BSFI Riverview nor any BSFI Riverview Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Riverview or any BSFI Riverview Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Riverview or any BSFI Riverview Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of BSFI Riverview or any BSFI Riverview Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Riverview or any BSFI Riverview Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($50,000, 100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Riverview or any BSFI Riverview Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, FRB Paycheck Protection Program Liquidity Facility borrowings, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI Riverview or any BSFI Riverview Subsidiary for the payment of more than Fifty Thousand Dollars ($25,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($50,000 100,000) over its remaining term, which is not terminable without cause on sixty (60) days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software); or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Riverview or any BSFI SubsidiaryRiverview Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material); (viii) any Contract between or among Riverview or any of its Subsidiaries or Affiliates; (ix) any Contract involving Intellectual Property (excluding generally commercially available “off the shelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any Contract relating to the provision of data processing, network communications or other technical services to or by Riverview or any of its Subsidiaries; (xi) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement or agreement; (xii) any Contract that provides any rights to investors in Riverview, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Riverview Board of Directors; (xiii) any Contract that provides for potential material indemnification payments by Riverview or any of its Subsidiaries; (xiv) any Contract or understanding with a labor union, in each case whether written or oral; (xv) any Contract that grants any right of first refusal, right first offer or similar right with respect to any material assets, rights or properties of Riverview or its Subsidiaries; (xvi) any Contract which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Governmental Authority in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earn-out or other obligations that continue in effect after the date of this Agreement; or (xvii) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K). 4.9.2 (b) Riverview Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by Riverview, Riverview Bank or any Riverview Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI on Riverview Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Riverview nor any BSFI Riverview Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 4.8(a) and 4.9.2 4.8(b) (collectively, the “Riverview Material Contracts”) have been made available to AFC Mid Penn on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither Riverview nor any Riverview Subsidiary (nor, to the Knowledge of Riverview, any other party to any Riverview Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any Riverview Material Contract. Except as listed on Riverview Disclosure Schedule 4.8(c), no party to any Riverview Material Contract will have the right to terminate any or all of the provisions of any such Riverview Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Except as set forth in BSFI on Riverview Disclosure Schedule 4.9.34.8(d), no such agreementsince December 31, plan2020, contractthrough and including the date of this Agreement, or arrangement neither Riverview nor any Riverview Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2020 (which amounts have been previously made available to Mid Penn), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Riverview Disclosure Schedule 4.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon the occurrence of a change paid any bonus other than customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of Riverview Common Stock, or any BSFI Subsidiary Right to provide a benefit in the form of BSFI Common Stock any executive officer, director or determined by reference to the value of BSFI Common Stock or employee, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Riverview or any of the Riverview Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of Fifty Thousand Dollars ($50,000), other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Riverview or the Riverview Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance. (e) As of the date of this Agreement, except as set forth on Riverview Disclosure Schedule 4.8(e), none of the deposits of Riverview is a “brokered deposit” as defined in 12 CFR Section 337.6(a)(2).

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Commerce Disclosure Schedule 4.9.1, neither BSFI Commerce nor any BSFI Commerce Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI Commerce or any BSFI Commerce Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI Commerce or any BSFI Commerce Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Commerce or any BSFI Commerce Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Commerce or any BSFI Commerce Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Commerce or any BSFI Commerce Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Commerce or any BSFI Commerce Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI Commerce or any BSFI Commerce Subsidiary for the payment of more than $25,000 60,000 annually or for the payment of more than $50,000 100,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI Commerce or any BSFI Commerce Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Commerce Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Commerce nor any BSFI Commerce Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and and, to Commerce’s Knowledge, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultdefault and all such material contracts, agreements, commitments, arrangements, leases, insurance policies and other instruments are listed on Commerce Disclosure Schedule 4.9.2. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 (each a “Commerce Material Contract,” and collectively, the “Commerce Material Contracts”) have been made available to AFC BHLB on or before the date hereof, are listed on BSFI Commerce Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Commerce Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement Commerce Material Contract (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI Commerce or any BSFI Commerce Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI Commerce or any BSFI Commerce Subsidiary to provide a benefit in the form of BSFI Commerce Common Stock or determined by reference to the value of BSFI Commerce Common Stock or (iii) contains provisions which permit an employee employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule TCB DISCLOSURE SCHEDULE 4.9.1, neither BSFI TCB nor any BSFI TCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant agreement which by its terms limits the payment of BSFI dividends by TCB or any BSFI TCB Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI TCB or any BSFI Subsidiary; TCB Subsidiary (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI TCB or any BSFI TCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearadvances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI PFS or any BSFI PFS Subsidiary; (viiv) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI TCB or any BSFI TCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment; or (viiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI TCB or any BSFI SubsidiaryTCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule TCB DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge Knowledge, neither BSFI TCB nor any BSFI TCB Subsidiary is in default in any material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC PFS on or before the date hereof, are listed on BSFI Disclosure Schedules TCB DISCLOSURE SCHEDULE 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule TCB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which TCB or any TCB Subsidiary is a party or under which TCB or any TCB Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in TCB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI TCB or any BSFI TCB Subsidiary or upon the occurrence of a subsequent event; or (iiy) requires BSFI TCB or any BSFI TCB Subsidiary to provide a benefit in the form of BSFI TCB Common Stock or determined by reference to the value of BSFI TCB Common Stock Stock. 4.9.4. Except as set forth in TCB DISCLOSURE SCHEDULE 4.9.4, since December 31, 2012, through and including the date of this Agreement, neither TCB nor any TCB Subsidiary has (i) made any material change in the credit policies or procedures of TCB or any TCB Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans and loan commitments in the ordinary course of business consistent with past practice; (iii) contains provisions which permit an employee entered into any lease of real or independent contractor to terminate such agreement personal property requiring annual payments in excess of $25,000, other than in connection with foreclosed property or arrangement without cause and continue to accrue future benefits thereunderin the ordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of TCB or any TCB Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI the Disclosure Schedule 4.9.1Letter, neither BSFI Seller nor any BSFI Seller Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of BSFI Seller or any BSFI Seller Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Seller or any BSFI Seller Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Seller or any BSFI Seller Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Seller or any BSFI Seller Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Seller or any BSFI Seller Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one yearadvances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI Purchaser or any BSFI Purchaser Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or paymentnotice, or that obligates BSFI Seller or any BSFI Seller Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining termannually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Seller or any BSFI SubsidiarySeller Subsidiary (it being understood that any non-compete or similar provision shall be deemed material). 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. (b) Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Seller nor any BSFI Seller Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 Sections 3.10(a) and 4.9.2 (b) have been made available to AFC Purchaser on or before the date hereof, are listed on BSFI the Disclosure Schedules 4.9.1 and 4.9.2 Letter and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of hereof and enforceable against the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary counterparty to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunderit relates.

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in BSFI Disclosure Schedule ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.9.1, neither BSFI nor any BSFI Subsidiary Allegiance Bank is not a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI or any BSFI SubsidiaryAllegiance Bank, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI or any BSFI SubsidiaryAllegiance Bank; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI SubsidiaryAllegiance Bank; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI SubsidiaryAllegiance Bank; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary Allegiance Bank is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI BCB or any BSFI BCB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary Allegiance Bank for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; , which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Allegiance Bank (it being understood that any non-compete or any BSFI Subsidiarysimilar provision shall be deemed material). 4.9.2 4.9.2. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI nor Knowledge, Allegiance Bank is not in default in any BSFI Subsidiary is in material default respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC BCB on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereofhereof and Allegiance Bank has not (nor, to the Knowledge of Allegiance Bank, has any other party to any such contract, arrangement or instrument) materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Allegiance Bank is a party or under which Allegiance Bank may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in BSFI Disclosure Schedule ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (ix) provides for acceleration of in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary Allegiance Bank or upon the occurrence of a subsequent event; or (iiy) requires BSFI or any BSFI Subsidiary Allegiance Bank to provide a benefit in the form of BSFI Allegiance Bank Common Stock or determined by reference to the value of BSFI Allegiance Bank Common Stock Stock. 4.9.4. Since December 31, 2009, through and including the date of this Agreement, except as set forth in ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.9.4, Allegiance Bank has not (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2010 (which amounts have been previously made available to BCB), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.13.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Allegiance Bank Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees made in the ordinary course of business consistent with past practice under Allegiance Bank Option Plans, (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Allegiance Bank, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $25,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Allegiance Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Disclosure Schedule 4.9.15.8(a), neither BSFI Juniata nor any BSFI Juniata Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Juniata or any BSFI Juniata Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Juniata or any BSFI Juniata Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Juniata or any BSFI Juniata Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Juniata or any BSFI Juniata Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Juniata or any BSFI Juniata Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates Juniata or any Juniata Subsidiary for the payment of more than $150,000 annually or for the payment of more than $500,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Juniata or any BSFI SubsidiaryJuniata Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 (b) Schedule 5.8(b) identifies each parcel of real estate owned, leased or subleased by Juniata, JVB or a Juniata Subsidiary. Each real estate lease that will require requires the consent of the lessor or its agent as a result of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 5.8(b), identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Juniata nor any BSFI Juniata Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 5.8(a) and 4.9.2 5.8(b) (“Juniata Material Contracts”) have been made available to AFC FNBPA on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither Juniata nor any Juniata Subsidiary (nor, to the Knowledge of Juniata, any other party to any Juniata Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any Juniata Material Contract. Except as set forth in BSFI Disclosure listed on Schedule 4.9.35.8(c), no party to any Juniata Material Contract will have the right to terminate any or all of the provisions of any such agreementJuniata Material Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, or arrangement 2014, through and including the date of this Agreement, neither Juniata nor any Juniata Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2014 (which amounts have been previously made available to FNBPA), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Schedule 5.12, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of Juniata Common Stock, or any BSFI Subsidiary Right to provide a benefit any executive officer, director or employee other than grants made in the form ordinary course of BSFI Common Stock business consistent with past practice under any option or determined by reference to the value of BSFI Common Stock or benefit plan and set forth on Schedule 5.2(a), (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Juniata or any of its Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000 other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Juniata or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI FCB Disclosure Schedule 4.9.1, neither BSFI FCB nor any BSFI FCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI FCB or any BSFI FCB Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI FCB or any BSFI FCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI FCB or any BSFI FCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI FCB or any BSFI FCB Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI FCB or any BSFI FCB Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI FCB or any BSFI FCB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 sixty (60) days’ notice or less without penalty or payment, or that obligates BSFI FCB or any BSFI FCB Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI FCB or any BSFI FCB Subsidiary. 4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI FCB Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI FCB nor any BSFI FCB Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultdefault and all such material contracts, agreements, commitments, arrangements, leases, insurance policies and other instruments are listed on FCB Disclosure Schedule 4.9.2. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to AFC BHLB on or before the date hereof, are listed on BSFI FCB Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof. Except as set forth in BSFI Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; (ii) requires BSFI or any BSFI Subsidiary to provide a benefit in the form of BSFI Common Stock or determined by reference to the value of BSFI Common Stock or (iii) contains provisions which permit an employee or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder.4.9.1

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in BSFI Mid Penn Disclosure Schedule 4.9.15.7(a), neither BSFI Mid Penn nor any BSFI Mid Penn Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director, director or employee or consultant of BSFI Mid Penn or any BSFI Mid Penn Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors, directors or employees or consultants of BSFI Mid Penn or any BSFI Mid Penn Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI Mid Penn or any BSFI Mid Penn Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI Mid Penn or any BSFI Mid Penn Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, 250,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI Mid Penn or any BSFI Mid Penn Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to BSFI or any BSFI SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates Mid Penn or any Mid Penn Subsidiary for the payment of more than $150,000 annually or for the payment of more than $750,000 over its remaining term, which is not terminable without cause on 60 days’ notice or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by BSFI Mid Penn or any BSFI SubsidiaryMid Penn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.9.2 Each (b) Mid Penn Disclosure Schedule 5.7(b) identifies each parcel of real estate lease that will require the consent of the lessor owned, leased or its agent as a result of the Merger subleased by Mid Penn, Mid Penn Bank or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restrictionMid Penn Subsidiary. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge neither BSFI Mid Penn nor any BSFI Mid Penn Subsidiary is in material default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.9.3 (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 5.7(a) and 4.9.2 5.7(b) (collectively, the “Mid Penn Material Contracts”) have been made available to AFC Phoenix on or before the date hereof, are listed on BSFI Disclosure Schedules 4.9.1 and 4.9.2 and are in full force and effect without modification on the date hereof, and neither Mid Penn nor any Mid Penn Subsidiary (nor, to the Knowledge of Mid Penn, any other party to any Mid Penn Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any Mid Penn Material Contract. Except as set forth in BSFI listed on Mid Penn Disclosure Schedule 4.9.35.7(c), no party to any Mid Penn Material Contract will have the right to terminate any or all of the provisions of any such agreementMid Penn Material Contract as a result of the execution of, planand the consummation of the transactions contemplated by, contractthis Agreement. (d) Since December 31, or arrangement 2013, through and including the date of this Agreement, neither Mid Penn nor any Mid Penn Subsidiary has (i) provides except for acceleration normal increases for employees made in the ordinary course of business consistent with past practice or as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2013 (which amounts have been previously made available to Phoenix), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Mid Penn Disclosure Schedule 5.11, as in effect as of the vesting of benefits date hereof), or payments due thereunder upon paid any bonus other than the occurrence of a change customary bonuses in ownership or control of BSFI or any BSFI Subsidiary or upon the occurrence of a subsequent event; amounts consistent with past practice, (ii) requires BSFI granted any options or warrants to purchase shares of Mid Penn Common Stock, or any BSFI Subsidiary Right to provide a benefit any executive officer, director or employee other than grants made in the form ordinary course of BSFI Common Stock business consistent with past practice under any option or determined by reference to the value of BSFI Common Stock or benefit plan and set forth on Mid Penn Disclosure Schedule 5.2(a), (iii) contains provisions increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Mid Penn or any of the Mid Penn Subsidiaries, the effect of which permit an employee was or independent contractor is to terminate make any such agreement policy or arrangement without cause procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and continue to accrue future benefits thereunderloan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Mid Penn or the Mid Penn Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.