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

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1, neither Yardville nor any Yardville Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): (i) with any past or present officer, director or employee of Yardville or any Yardville Subsidiary pertaining to employment, consulting or severance or any other material arrangement; (ii) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Yardville or any Yardville Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) which by its terms limits the payment of dividends by Yardville or any Yardville Subsidiary; (v) evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville or any Yardville Subsidiary is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, 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 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 Acquirer or any Acquirer Subsidiary; (vi) with a vendor of products or services, written or oral, that obligates Yardville or any Yardville 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’ or less notice without penalty or premium, (vii) that purports to restrict or limit in any way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiaries. 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville nor any Yardville Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution of this Agreement, approval of this Agreement by the stockholders of Yardville 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 Yardville or any Yardville Subsidiary under any Yardville 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in YARDVILLE DISCLOSURE SCHEDULE PC Bancorp Disclosure Schedule 4.9.1, neither Yardville PC Bancorp nor any Yardville Subsidiary PCB is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville PC Bancorp or any Yardville Subsidiary pertaining to employmentPCB, consulting or severance or any other material arrangementexcept 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 or employees of Yardville PC Bancorp or any Yardville SubsidiaryPCB; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville PC Bancorp or any Yardville Subsidiary (including any collective bargaining agreement)PCB; (iv) any agreement which by its terms limits the payment of dividends by Yardville PC Bancorp or any Yardville SubsidiaryPCB; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville PC Bancorp or any Yardville Subsidiary PCB is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB 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 material other 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 Acquirer CU Bancorp or any Acquirer SubsidiaryCUB; (vi) with a vendor except for items listed on PC Bancorp Disclosure Schedule 4.16 and loans and other extensions of products or servicescredit made by PCB in the ordinary course of its business, any other agreement, written or oral, that obligates Yardville PC Bancorp or any Yardville Subsidiary PCB for the payment of more than $50,000 100,000 annually or for the payment of more than $200,000 250,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business by PC Bancorp or PCB (it being understood that any non-compete or the localities in which such business is conducted) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. 4.9.2 Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE PC 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, neither Yardville nor any Yardville Subsidiary nor, to Yardville’s its Knowledge, any other party, neither PC Bancorp nor PCB is in default in any material 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 Sections 4.9.1 and 4.9.2 have been made available to Acquirer CU Bancorp and CUB on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE PC Bancorp Disclosure Schedule 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE on PC Bancorp Disclosure Schedule 4.9.2 and are in full force and effect andon the date hereof and neither PC Bancorp nor PCB (nor, neither Yardville nor to the Knowledge of PC Bancorp, any Yardville Subsidiary 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. No Except as listed on PC Bancorp 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. No Except as set forth in PC Bancorp Disclosure Schedule 4.9.3(b), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville PC Bancorp or any Yardville Subsidiary PCB is a party or under which Yardville PC Bancorp or any Yardville Subsidiary PCB 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3PC Bancorp Disclosure Schedule 4.9.3(c), no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville PC Bancorp or any Yardville Subsidiary PCB or upon the occurrence of a subsequent event; or (y) requires Yardville PC Bancorp or any Yardville Subsidiary PCB to provide a benefit in the form of Yardville PC Bancorp Common Stock or determined by reference to the value of Yardville PC Bancorp Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2010, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willexcept as listed on PC Bancorp Disclosure Schedule 4.9.4, either alone or in conjunction with any other eventa copy which has been made available to CUB, neither PC Bancorp nor PCB has (i) except for (A) result normal increases for employees (other than officers and directors) 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 payment executive officer, employee, or director from the amount thereof in effect as of December 31, 2010 (which amounts have been previously made available to CU 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 severance plans listed on PC Bancorp 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 PC Bancorp 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 PC Bancorp Equity Plans, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness PC Bancorp or otherwisePCB, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee of Yardville contract for any such acquisition or any Yardville Subsidiary under any Yardville Compensation disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices of PC 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, labor slow-down, or a default underother labor disturbance. 4.9.5 Except as of otherwise disclosed on PC Bancorp Disclosure Schedule 4.9.5, any Yardville Compensation and Benefit Plan, (D) limit or restrict all payments due on the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code PC Bancorp Trust Preferred Securities and the regulations promulgated thereunderJunior Subordinated Debt Securities have been paid in accordance with their respective terms. 4.9.6 Except as set forth on PC Bancorp Disclosure Schedule 4.9.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE on Cheviot Financial Disclosure Schedule 4.9.1, neither Yardville Cheviot Financial nor any Yardville Cheviot Financial Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) with any past or present officer, director or employee of Yardville or any Yardville Subsidiary pertaining to employment, consulting or severance or any other material arrangement; (ii) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Yardville or any Yardville Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) agreement which by its terms limits the payment of dividends by Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary; (vii) any collective bargaining agreement with any labor union relating to employees of Cheviot Financial or any Cheviot Financial Subsidiary; (iii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, FHLB of Cincinnati advances, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business 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 material other 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 Acquirer MainSource or any Acquirer MainSource Subsidiary; (viiv) with a vendor of products or servicesany other agreement, written or or, to Cheviot Financial’s knowledge, oral, that obligates Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment; (v) any obligation, (vii) that purports to restrict agreement, contract, commitment, liability, lease or limit in any way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation license made outside of the Mergerordinary course of business, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K except where the aggregate of the SEC) amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to be performed after the date of this Agreement that has not been filed or incorporated by reference from any action omitted to be taken during such period which could reasonably be expected to result in the Yardville Securities Documents filed prior to the date hereof any such obligation, agreement, contract, commitment, liability, lease or license; or (ixvi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party any agreement (other than Yardville this Agreement), contract, arrangement, commitment or the Yardville Subsidiariesunderstanding (whether written or oral) that restricts or limits in any material way the conduct of business by Cheviot Financial or any Cheviot 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 Yardville or the Yardville Subsidiariesso accrue would not constitute a Material Adverse Effect on Cheviot Financial. 4.9.2. Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger by virtue of the terms of any such lease, lease is listed in YARDVILLE DISCLOSURE SCHEDULE 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, neither Yardville Cheviot Financial nor any Yardville Cheviot Financial Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 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 Acquirer on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof. Except as set forth in Cheviot Financial Disclosure Schedule 4.9.3, neither Yardville nor any Yardville Subsidiary has 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 no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary is a party or under which Yardville Cheviot Financial or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE Cheviot Financial Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (xi) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary or upon the occurrence of a subsequent event; or (yii) requires Yardville Cheviot Financial or any Yardville Cheviot Financial Subsidiary to provide a benefit in the form of Yardville Cheviot Financial Common Stock or determined by reference to the value of Yardville Cheviot Financial Common Stock. 4.9.4. Except as disclosed set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Cheviot Financial Disclosure Schedule 4.9.4, since December 31, 2014, through and including the execution date of this Agreement, approval neither Cheviot Financial nor any Cheviot Financial Subsidiary has (i) made any material change in the credit policies or procedures of this Agreement by Cheviot Financial or any Cheviot Financial Subsidiary, the stockholders effect of Yardville which was or consummation 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 transactions contemplated by this Agreement willordinary course of business consistent with past practice; (iii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, either alone other than in connection with foreclosed property or in conjunction the ordinary course of business consistent with past practice, or (iv) changed any other eventaccounting methods, (A) result in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning principles or practices of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director Cheviot Financial or any employee of Yardville Cheviot Financial Subsidiary affecting its assets, liabilities or businesses, including any Yardville Subsidiary under any Yardville Compensation and Benefit Planreserving, (B) accelerate the time of payment renewal or vesting residual method, practice 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderpolicy.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1on Fox Chase Disclosure Schedule 4.8(a), neither Yardville Fox Chase nor any Yardville Fox Chase Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville Fox Chase or any Yardville Subsidiary pertaining to employmentFox Chase Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville Fox Chase or any Yardville Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor union Univest relating to employees of Yardville Fox Chase or any Yardville Subsidiary (including any collective bargaining agreement)Fox Chase Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville Fox Chase or any Yardville Fox Chase Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Fox Chase or any Yardville Fox Chase Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Fox Chase or any Yardville Fox Chase Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Fox Chase or any Yardville Fox Chase Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed 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 requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 Fox Chase Disclosure Schedule 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, neither Yardville nor any Yardville Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 4.8(a) and 4.9.2 4.8(b) (collectively, the “Fox Chase Material Contracts”) have been made available to Acquirer on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 Univest and are in full force and effect andon the date hereof, and neither Yardville Fox Chase nor any Yardville 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 such contractFox Chase Material Contract. Except as listed on Fox Chase Disclosure Schedule 4.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Fox Chase Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Fox Chase Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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. . (d) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.3listed on Fox Chase Disclosure Schedule 4.8(d), no such agreementsince September 30, plan2015, contract, or arrangement (x) provides for acceleration in through and including the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution date of this Agreement, approval neither Fox Chase nor any Fox Chase Subsidiary has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville September 30, 2015 (which amounts have been previously made available to Univest ), granted any severance or consummation 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 transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than the customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result granted any options or warrants to purchase shares of Fox Chase Common Stock, or any Right to any executive officer, director or employee other than grants made in the ordinary course of business consistent with past practice under any payment option or benefit plan, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G Fox Chase or any of the Code)Fox Chase Subsidiaries, forgiveness the effect of indebtedness which was or otherwiseis to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee contract for any such acquisition or disposition entered into other than loans and loan commitments and investment securities (in the ordinary course of Yardville business) except at the direction or request of any Yardville Subsidiary under any Yardville Compensation and Benefit PlanBank Regulator, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result 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 the breach or violation ofaccordance with any changes in GAAP, or a default under(ix) suffered any strike, any Yardville Compensation and Benefit Planwork stoppage, (D) limit slow-down, or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE ABNJ DISCLOSURE SCHEDULE 4.9.1, neither Yardville ABNJ nor any Yardville ABNJ Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville ABNJ or any Yardville Subsidiary pertaining to employmentABNJ Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville ABNJ or any Yardville ABNJ Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville ABNJ or any Yardville Subsidiary (including any collective bargaining agreement)ABNJ Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville ABNJ or any Yardville ABNJ Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville ABNJ or any Yardville ABNJ Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer Investors or any Acquirer Investors Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville ABNJ or any Yardville ABNJ Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville ABNJ or any Yardville ABNJ Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville ABNJ nor any Yardville ABNJ Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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. 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 Acquirer Investors on or before the date hereof, are listed on YARDVILLE ABNJ DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville ABNJ nor any Yardville 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. No 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. No Except as set forth in ABNJ DISCLOSURE SCHEDULE 4.9.3(b), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville ABNJ or any Yardville ABNJ Subsidiary is a party or under which Yardville ABNJ or any Yardville 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 YARDVILLE ABNJ DISCLOSURE SCHEDULE 4.9.34.9.3(c), no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville ABNJ or any Yardville ABNJ Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville ABNJ or any Yardville ABNJ Subsidiary to provide a benefit in the form of Yardville ABNJ Common Stock or determined by reference to the value of Yardville ABNJ Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2007, through and including the execution date of this Agreement, approval of this Agreement except as publicly disclosed by ABNJ in the stockholders of Yardville Securities Documents filed or consummation of furnished by ABNJ prior to the transactions contemplated by this Agreement willdate hereof, either alone or in conjunction with neither ABNJ nor any other event, ABNJ Subsidiary has (i) except for (A) result 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 payment 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) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director ABNJ or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result 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 participate in the breach or violation ofCapital Purchase Program established by the United States Treasury Department under the Troubled Assets Relief Program, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G the Emergency Economic Stabilization Act of the Code and the regulations promulgated thereunder.2008. A-18

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1on First Priority Disclosure Schedule 4.8(a), neither Yardville First Priority nor any Yardville First Priority Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville First Priority or any Yardville Subsidiary pertaining to employmentFirst Priority Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville First Priority or any Yardville First Priority Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of Yardville First Priority or any Yardville Subsidiary (including any collective bargaining agreement)First Priority Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville First Priority or any Yardville First Priority Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville First Priority or any Yardville First Priority Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville First Priority or any Yardville First Priority Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville First Priority or any Yardville First Priority Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed 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 requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restrictionFirst Priority Disclosure Schedule 4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, neither Yardville First Priority nor any Yardville First Priority Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 4.8(a) and 4.9.2 4.8(b) (collectively, the “First Priority Material Contracts”) have been made available to Acquirer Mid Penn on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof, and neither Yardville First Priority nor any Yardville 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 such contractFirst Priority Material Contract. Except as listed on First Priority Disclosure Schedule 4.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument First Priority Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument First Priority Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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. . (d) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.3on First Priority Disclosure Schedule 4.8(d), no such agreementsince December 31, plan2016, contract, or arrangement (x) provides for acceleration in through and including the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution date of this Agreement, approval neither First Priority nor any First Priority Subsidiary has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville December 31, 2016 (which amounts have been previously made available to Mid Penn), granted any severance or consummation 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 transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result in granted any payment options or warrants to purchase shares of First Priority Common Stock, or any Right to any executive officer, director or employee, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G First Priority or any of the CodeFirst Priority Subsidiaries, 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 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), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of Yardville or any Yardville Subsidiary under any Yardville 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G none of the Code and the regulations promulgated thereunderdeposits of First Priority 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 YARDVILLE HRB DISCLOSURE SCHEDULE 4.9.1, neither Yardville HRB nor any Yardville HRB Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville HRB or any Yardville Subsidiary pertaining to employmentHRB Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville HRB or any Yardville HRB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville HRB or any Yardville Subsidiary (including any collective bargaining agreement)HRB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville HRB or any Yardville HRB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville HRB or any Yardville HRB Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer FNFG or any Acquirer FNFG Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville HRB or any Yardville HRB Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 150,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville HRB or any Yardville HRB Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Mergers by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville HRB nor any Yardville HRB Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer FNFG on or before the date hereof, are listed on YARDVILLE HRB DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville HRB nor any Yardville 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. No 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. No Except as set forth in HRB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville HRB or any Yardville HRB Subsidiary is a party or under which Yardville HRB or any Yardville 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 YARDVILLE HRB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville HRB or any Yardville HRB Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville HRB or any Yardville HRB Subsidiary to provide a benefit in the form of Yardville HRB Common Stock or determined by reference to the value of Yardville HRB Common Stock. 4.9.4. Except as disclosed None of the restrictive covenants contained in YARDVILLE 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 4.9.4 none 4.9.3, are in effect and will not be in effect as a result of the execution of this Agreement, approval of this Agreement by the stockholders of Yardville 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 will, either alone or in conjunction with any other event, 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 (A) result in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G assuming timely notice is provided pursuant to Paragraph 5e of the Code), forgiveness of indebtedness or otherwiseHomestead Shareholders Agreement) becoming due to any director or any employee of Yardville or any Yardville Subsidiary under any Yardville Compensation and Benefit Plan, (B) accelerate the time of payment or vesting or trigger any payment or funding (through that as a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code execution of this Agreement or consummation of the transactions contemplated by this Agreement, including the Merger and the regulations promulgated thereunderBank Mergers, Paragraphs 9a.i and 9a.ii of the Homestead Shareholders Agreement do not apply.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1VIST Disclosure Schedule 4.8 or as disclosed in the VIST SEC Reports filed prior to the date of this Agreement, neither Yardville VIST nor any Yardville VIST Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville VIST or any Yardville Subsidiary pertaining to employmentVIST Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville VIST or any Yardville VIST Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville VIST or any Yardville Subsidiary (including any collective bargaining agreement)VIST Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville VIST or any Yardville VIST Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville VIST or any Yardville VIST Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer ▇▇▇▇▇▇▇▇ or any Acquirer ▇▇▇▇▇▇▇▇ Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville VIST or any Yardville VIST Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville VIST or any Yardville VIST Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. (b) Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 VIST Disclosure Schedule 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 Yardville VIST nor any Yardville VIST Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer ▇▇▇▇▇▇▇▇ on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville VIST nor any Yardville 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 such contractMaterial Contract. Except as listed on VIST Disclosure Schedule 4.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of (d) Since December 31, 2008, through and including the execution date of this Agreement, approval except as publicly disclosed by VIST in the VIST SEC Reports filed prior to the date of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willAgreement, either alone or in conjunction with neither VIST nor any other event, VIST Subsidiary has (i) except for (A) result 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 payment executive officer, employee, or director from the amount thereof in effect as of December 31, 2007 (which amounts have been previously made available to ▇▇▇▇▇▇▇▇), 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 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 VIST 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 VIST Option Plans, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G VIST or any of the Code)VIST Subsidiaries, forgiveness the effect of indebtedness which was or otherwiseis to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee of Yardville contract for any such acquisition or any Yardville Subsidiary under any Yardville Compensation disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE GCB DISCLOSURE SCHEDULE 4.9.1, neither Yardville GCB nor any Yardville GCB Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville GCB or any Yardville Subsidiary pertaining to employmentGCB Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville GCB or any Yardville GCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville GCB or any Yardville Subsidiary (including any collective bargaining agreement)GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville GCB or any Yardville GCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville GCB or any Yardville GCB Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer OFC or any Acquirer OFC Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville GCB or any Yardville GCB Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville GCB or any Yardville GCB Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville GCB nor any Yardville GCB Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer OFC on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville GCB nor any Yardville 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. No 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. No Except as set forth in GCB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville GCB or any Yardville GCB Subsidiary is a party or under which Yardville GCB or any Yardville 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 YARDVILLE GCB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville GCB or any Yardville GCB Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville GCB or any Yardville GCB Subsidiary to provide a benefit in the form of Yardville GCB Common Stock or determined by reference to the value of Yardville GCB Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2006, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willexcept as set forth in GCB DISCLOSURE SCHEDULE 4.9.4, either alone or in conjunction with neither GCB nor any other event, GCB Subsidiary has (i) except for (A) result 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 payment 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 Benefit Plans, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director GCB or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE First Star Disclosure Schedule 4.9.1, neither Yardville First Star nor any Yardville First Star Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville First Star or any Yardville Subsidiary pertaining to employmentFirst Star Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville First Star or any Yardville First Star Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville First Star or any Yardville Subsidiary (including any collective bargaining agreement)First Star Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville First Star or any Yardville First Star Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville First Star or any Yardville First Star Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer ESSA or any Acquirer ESSA Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville First Star or any Yardville First Star Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville First Star or any Yardville First Star Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE First Star 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 Yardville First Star nor any Yardville First Star Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 (“Material Contracts”) have been made available to Acquirer ESSA on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville First Star nor any Yardville First Star Subsidiary (nor, to the Knowledge of First Star, 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 contractMaterial Contract. Except as listed on First Star Disclosure Schedule 4.9.3, arrangement or instrument. No no party to any material contract, arrangement or instrument Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2010, through and including the execution date of this Agreement, approval of this Agreement except as publicly disclosed by First Star in First Star Regulatory Reports prior to the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willdate hereof, either alone or in conjunction with neither First Star nor any other event, First Star Subsidiary has (i) except for (A) result 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 payment executive officer, employee, or director from the amount thereof in effect as of December 31, 2010 (which amounts have been previously made available to ESSA), 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 Star 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 First Star Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director First Star or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices of First Star 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1on W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(a), neither Yardville W▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary pertaining to employmentW▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, consulting or severance or any other material arrangementexcept 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 or employees of Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary (including any collective bargaining agreement)W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (iv) any agreement which by its terms limits the payment of dividends by Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville SubsidiaryW▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary for the payment of more than Fifty Thousand Dollars ($50,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($200,000 100,000) over its remaining term, which is not terminable without cause on 60 sixty (60) days’ or less notice without penalty or premium, payment (other than agreements for commercially available “off-the- shelf” software); (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville W▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary orW▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (it being understood that any non-compete or similar provision shall be deemed material, following consummation 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 W▇▇▇▇▇▇ ▇▇▇▇ or any of its Subsidiaries or Affiliates; (ix) any contract involving Intellectual Property (excluding generally commercially available “off the Mergershelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any contract relating to the provision of data processing, Acquirer network communications or other technical services to or by W▇▇▇▇▇▇ ▇▇▇▇ 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 W▇▇▇▇▇▇ ▇▇▇▇, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the W▇▇▇▇▇▇ ▇▇▇▇ Board of Directors; (xiii) any contract that provides for potential material indemnification payments by W▇▇▇▇▇▇ ▇▇▇▇ 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 W▇▇▇▇▇▇ ▇▇▇▇ or its Subsidiaries, ; (viiixvi) that any contract which is a “material contract” 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 such term is defined described in Item Items 601(b)(4) and 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville SubsidiariesK). 4.9.2(b) W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by W▇▇▇▇▇▇ P▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ Bank or any W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restrictionon W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, neither Yardville W▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 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 “W▇▇▇▇▇▇ ▇▇▇▇ Material Contracts”) have been made available to Acquirer Mid Penn on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof, and neither Yardville W▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary (nor, to the Knowledge of W▇▇▇▇▇▇ ▇▇▇▇, any other party to any W▇▇▇▇▇▇ Penn Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any such contractW▇▇▇▇▇▇ ▇▇▇▇ Material Contract. Except as listed on W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument W▇▇▇▇▇▇ ▇▇▇▇ Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument W▇▇▇▇▇▇ ▇▇▇▇ Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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. . (d) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.3on W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(d), no such agreementsince December 31, plan2023, contract, or arrangement (x) provides for acceleration in through and including the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution date of this Agreement, approval neither W▇▇▇▇▇▇ ▇▇▇▇ nor any W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville December 31, 2023 (which amounts have been previously made available to Mid Penn), granted any severance or consummation 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 W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.12, as in effect as of the transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result in granted any payment options or warrants to purchase shares of W▇▇▇▇▇▇ ▇▇▇▇ Common Stock, or any Right to any executive officer, director or employee, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G W▇▇▇▇▇▇ ▇▇▇▇ or any of the CodeW▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries, 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 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), forgiveness other than in connection with foreclosed property or in the ordinary course of indebtedness or otherwise) becoming due to any director or any employee of Yardville or any Yardville Subsidiary under any Yardville Compensation and Benefit Planbusiness consistent with past practice, (Bviii) accelerate changed any accounting methods, principles or practices of W▇▇▇▇▇▇ ▇▇▇▇ or the time of payment W▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries affecting its assets, liabilities or vesting businesses, including any reserving, renewal or trigger residual method, practice or policy except in accordance with 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 Yardville Compensation and Benefit Plan, (C) result changes in the breach or violation ofGAAP, or a default under(ix) suffered any strike, any Yardville Compensation and Benefit Planwork stoppage, slow-down, or other labor disturbance. (De) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G As of the Code and date of this Agreement, except as set forth on W▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(e), none of the regulations promulgated thereunderdeposits of W▇▇▇▇▇▇ ▇▇▇▇ 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 YARDVILLE DISCLOSURE SCHEDULE on MidCoast Disclosure Schedule 4.9.1, neither Yardville MidCoast nor any Yardville MidCoast Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of Yardville MidCoast or any Yardville Subsidiary pertaining to employment, consulting or severance or any other material arrangementMidCoast Subsidiary; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, warrants, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of Yardville MidCoast or any Yardville MidCoast Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) agreement which by its terms limits or affects the payment of dividends by Yardville or any Yardville SubsidiaryMidCoast; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville MidCoast or any Yardville MidCoast 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 (1) 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 material other non-customary 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 Acquirer MidCoast or any Acquirer MidCoast Subsidiary; (viv) with a vendor of products or servicesany other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Yardville MidCoast or any Yardville MidCoast Subsidiary for the payment of more than $50,000 30,000 annually or for the payment of more than $200,000 50,000 over its remaining term; or (vi) any agreement (other than this Agreement), which is not terminable without cause on 60 days’ contract, arrangement, commitment or less notice without penalty understanding (whether written or premium, (viioral) that purports to restrict materially restricts or limit in any way (including any non-compete, exclusive dealing or similar provision) limits the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville SubsidiariesMidCoast. 4.9.2. 4.9.2 Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 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 Agreement, neither Yardville nor any Yardville Subsidiary norAgreement listed in MidCoast Disclosure Schedule 4.4.2(iii), to YardvilleMidCoast’s Knowledge, any other party, Knowledge MidCoast is not in material default in any material 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 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. 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 Acquirer Citizens on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has 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 on 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunderdate hereof. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE on MidCoast Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement arrangement: (xi) provides for acceleration in of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville MidCoast or any Yardville MidCoast Subsidiary or upon the occurrence of a subsequent event; or (yii) requires Yardville MidCoast or any Yardville MidCoast Subsidiary to provide a benefit in the form of Yardville MidCoast Common Stock or determined by reference to the value of Yardville MidCoast Common Stock; or (iii) contains provisions which permit an employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2018, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willexcept as set forth on MidCoast Disclosure Schedule 4.9.4, either alone or in conjunction with any other event, MidCoast has not: (i) except for (A) result 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 payment 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, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director MidCoast or any employee MidCoast Subsidiary, the effect of Yardville 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (B) accelerate the time of payment other than in connection with foreclosed property 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 Yardville Compensation and Benefit Plan, (C) result in the breach ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or violation ofpractices 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1Mid Penn Disclosure Schedule 5.7(a), neither Yardville Mid Penn nor any Yardville Mid Penn Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville Mid Penn or any Yardville Subsidiary pertaining to employmentMid Penn Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville Mid Penn or any Yardville Mid Penn Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville Mid Penn or any Yardville Subsidiary (including any collective bargaining agreement)Mid Penn Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville Mid Penn or any Yardville Mid Penn Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $250,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Mid Penn or any Yardville Mid Penn Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Mid Penn or any Yardville Mid Penn Subsidiary for the payment of more than $50,000 150,000 annually or for the payment of more than $200,000 750,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Mid Penn or any Yardville Mid Penn Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each (b) Mid Penn Disclosure Schedule 5.7(b) identifies each parcel of real estate lease that requires the consent of the lessor owned, leased or its agent resulting from the Merger subleased by virtue of the terms of Mid Penn, Mid Penn Bank or any such lease, is listed in YARDVILLE 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, neither Yardville Mid Penn nor any Yardville Mid Penn Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 5.7(a) and 4.9.2 5.7(b) (collectively, the “Mid Penn Material Contracts”) have been made available to Acquirer Phoenix on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof, and neither Yardville Mid Penn nor any Yardville 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 such contractMid Penn Material Contract. Except as listed on Mid Penn Disclosure Schedule 5.7(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Mid Penn Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Mid Penn Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of (d) Since December 31, 2013, through and including the execution date of this Agreement, approval neither Mid Penn nor any Mid Penn Subsidiary has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville December 31, 2013 (which amounts have been previously made available to Phoenix), granted any severance or consummation 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 transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than the customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result granted any options or warrants to purchase shares of Mid Penn Common Stock, or any Right to any executive officer, director or employee other than grants made in the ordinary course of business consistent with past practice under any payment option or benefit plan and set forth on Mid Penn Disclosure Schedule 5.2(a), (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G Mid Penn or any of the Code)Mid Penn Subsidiaries, forgiveness the effect of indebtedness which was or otherwiseis to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee contract for any such acquisition or disposition entered into other than loans and loan commitments except at the direction or request of Yardville or any Yardville Subsidiary under any Yardville Compensation and Benefit PlanBank Regulator, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result 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 the breach or violation ofaccordance with any changes in GAAP, or a default under(ix) suffered any strike, any Yardville Compensation and Benefit Planwork stoppage, (D) limit slow-down, or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1the Disclosure Letter, neither Yardville Douglass nor any Yardville Subsidiary Seller Bank is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any em▇▇▇▇▇▇▇▇, consulting or severance contract with any past or present officer, director or employee of Yardville Douglass or any Yardville Subsidiary pertaining to employmentSeller Bank, consulting or severance or any other material arrangementexcept for “at will” arrangements; (ii) ▇▇▇ ▇▇▇n 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 or employees of Yardville Douglass or any Yardville SubsidiarySeller Bank; (iii) with any collective bargaining agreeme▇▇ ▇▇▇▇ any labor union relating to employees of Yardville Douglass or any Yardville Subsidiary (including any collective bargaining agreement)Seller Bank; (iv) any agreement which by its terms limits the l▇▇▇▇▇ ▇▇e payment of dividends by Yardville Douglass or any Yardville SubsidiarySeller Bank; (v) any instrument evidencing or related to material indebtedness relate▇ ▇▇ ▇▇▇ebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Douglass or any Yardville Subsidiary Seller Bank is an obligor to any Personperson, which instrument evidences instr▇▇▇▇▇ ▇▇idences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business 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 material other 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 Acquirer Purchaser or any Acquirer Purchaser Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, not terminable on 60 days’ notice, that obligates Yardville Douglass or any Yardville Subsidiary Seller Bank for the payment of more than $50,000 annually or for the payment 10,000 ann▇▇▇▇▇; ▇r that has a term of no more than $200,000 over its remaining term, which is not terminable without cause on 60 days’ one year or less notice without penalty or premium, (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business by Douglass or Seller Bank (or the localities in which such business is conductedit being understood that any non-compet▇ ▇▇ ▇▇▇ilar provision shall be deemed material) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “other material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesagreement. 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville Douglass nor any Yardville Subsidiary nor, to Yardville’s Knowledge, any other party, Seller Bank is in default in any material respect under any material contractcontra▇▇, agreement▇▇▇▇ement, 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 o▇ ▇▇▇▇ ▇r 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 Acquirer Purchaser on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 the Disclosure Letter and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has 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 on the right to terminate any or all of date hereof and enforceable against 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 counterparty to which Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stockrelates. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution of this Agreement, approval of this Agreement by the stockholders of Yardville 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 Yardville or any Yardville Subsidiary under any Yardville 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in YARDVILLE DISCLOSURE SCHEDULE on First West Virginia Disclosure Schedule 4.9.1, neither Yardville First West Virginia nor any Yardville First West Virginia Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of Yardville First West Virginia or any Yardville Subsidiary pertaining to employmentFirst West Virginia Subsidiary, consulting or severance or any other material arrangementexcept 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, employees or employees consultants of Yardville First West Virginia or any Yardville First West Virginia Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) agreement which by its terms limits or affects the payment of dividends by Yardville First West Virginia or any Yardville First West Virginia Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville First West Virginia or any Yardville First West Virginia 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 (1) 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 that contains financial covenants or material other non-customary restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer First West Virginia or any Acquirer First West Virginia Subsidiary; (viv) with a vendor of products or servicesany other agreement, written or oral, that is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Yardville First West Virginia or any Yardville First West Virginia Subsidiary for the payment of more than $50,000 30,000 annually or for the payment of more than $200,000 50,000 over its remaining term; or (vi) any agreement (other than this Agreement), which is not terminable without cause on 60 days’ contract, arrangement, commitment or less notice without penalty understanding (whether written or premium, (viioral) that purports to restrict materially restricts or limit in any way (including any non-compete, exclusive dealing or similar provision) limits the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville First West Virginia or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville SubsidiariesFirst West Virginia Subsidiary. 4.9.2. 4.9.2 Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, lease is listed in YARDVILLE DISCLOSURE SCHEDULE 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, neither Yardville nor any Yardville Subsidiary nor, to YardvilleFirst West Virginia’s Knowledge, neither First West Virginia nor any other party, First West Virginia Subsidiary is in material default in any material 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 Acquirer CB on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrumenton the date hereof. 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement arrangement: (xi) provides for acceleration in of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville First West Virginia or any Yardville First West Virginia Subsidiary or upon the occurrence of a subsequent event; or (yii) requires Yardville First West Virginia or any Yardville First West Virginia Subsidiary to provide a benefit in the form of Yardville First West Virginia Common Stock or determined by reference to the value of Yardville First West Virginia Common Stock; or (iii) contains provisions that permit an employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2016, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willexcept as set forth on First West Virginia Disclosure Schedule 4.9.4, either alone or in conjunction with neither First West Virginia nor any other event, First West Virginia Subsidiary has: (i) except for (A) result 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 payment 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, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director First West Virginia or any employee First West Virginia Subsidiary, the effect of Yardville 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (B) accelerate the time of payment other than in connection with foreclosed property 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 Yardville Compensation and Benefit Plan, (C) result in the breach ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or violation ofpractices 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE Trinity Bank DISCLOSURE SCHEDULE 4.9.1, neither Yardville Trinity Bank nor any Yardville Trinity Bank Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of Yardville Trinity Bank or any Yardville Subsidiary pertaining to employmentTrinity Bank Subsidiary, consulting or severance or any other material arrangementexcept for "at will" arrangements; (ii) any 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 or employees of Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville Trinity Bank or any Yardville Subsidiary (including any collective bargaining agreement)Trinity Bank Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000 (other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers' acceptances, "treasury tax and loan" accounts and transactions in "federal funds," all established in the ordinary course of business consistent with past practice), whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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, Trinity Bank or which contains financial covenants or other material non-customary restrictions applicable to Trinity Bank (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 Acquirer Citizens South or any Acquirer Citizens South Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville or any Yardville 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 material penalty or premiumpayment, or that obligates Trinity Bank or any Trinity Bank 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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger by virtue of the terms of any such lease, is listed in YARDVILLE Trinity 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 Yardville Trinity Bank nor any Yardville Trinity Bank Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Sections 4.9.1 and 4.9.2 have been made available to Acquirer Citizens South on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 of this Agreement and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has 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 on the right to terminate any or all date 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 Except as set forth in Trinity Bank DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary is a party or under which Yardville Trinity Bank or any Yardville Trinity Bank 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 YARDVILLE Trinity Bank DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville Trinity Bank or any Yardville Trinity Bank Subsidiary to provide a benefit in the form of Yardville Trinity Bank Common Stock or determined by reference to the value of Yardville Trinity Bank Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution of this Agreement, approval of this Agreement by the stockholders of Yardville 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 Yardville or any Yardville Subsidiary under any Yardville 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE MFI DISCLOSURE SCHEDULE 4.9.1, neither Yardville MFI nor any Yardville MFI Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of Yardville MFI or any Yardville Subsidiary pertaining to employmentMFI Subsidiary, consulting or severance or any other material arrangementexcept for "at will" arrangements; (ii) any 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 or employees of Yardville MFI or any Yardville MFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville MFI or any Yardville Subsidiary (including any collective bargaining agreement)MFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Yardville MFI or any Yardville MFI Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville MFI or any Yardville MFI 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, and transactions in "federal funds" or which contains financial covenants or other material non-customary 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 Acquirer Brookline Bancorp or any Acquirer Brookline Bancorp Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville or any Yardville 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 material penalty or premiumpayment, or that obligates MFI or any MFI 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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville MFI or any Yardville MFI Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is 22 listed in YARDVILLE MFI 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 Yardville MFI nor any Yardville MFI Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer Brookline Bancorp on or before the date hereof, are listed on YARDVILLE MFI DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof. Except as set forth in MFI DISCLOSURE SCHEDULE 4.9.3, neither Yardville nor any Yardville Subsidiary has 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 no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville MFI or any Yardville MFI Subsidiary is a party or under which Yardville MFI or any Yardville MFI 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 YARDVILLE MFI DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville MFI or any Yardville MFI Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville MFI or any Yardville MFI Subsidiary to provide a benefit in the form of Yardville MFI Common Stock or determined by reference to the value of Yardville MFI Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution of this Agreement, approval of this Agreement by the stockholders of Yardville 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 Yardville or any Yardville Subsidiary under any Yardville 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 Yardville Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.9.1, neither Yardville Guaranty Financial nor any Yardville Guaranty Financial Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville Guaranty Financial or any Yardville Subsidiary pertaining to employmentGuaranty Financial Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville Guaranty Financial or any Yardville Subsidiary (including any collective bargaining agreement)Guaranty Financial Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer First Sentry Bancshares or any Acquirer First Sentry Bancshares Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE GUARANTY 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 Yardville Guaranty Financial nor any Yardville Guaranty Financial Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer First Sentry Bancshares on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville Guaranty Financial nor any Yardville Guaranty Financial Subsidiary (nor, to the Knowledge of Guaranty Financial, 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. No Except as listed on GUARANTY FINANCIAL 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. No Except as set forth in GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.9.3(b), no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary is a party or under which Yardville Guaranty Financial or any Yardville Guaranty Financial 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 YARDVILLE GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.9.34.9.3(c), no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville Guaranty Financial or any Yardville Guaranty Financial Subsidiary to provide a benefit in the form of Yardville Guaranty Financial Common Stock or determined by reference to the value of Yardville Guaranty Financial Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2007, through and including the execution date of this Agreement, approval of this Agreement except as furnished by Guaranty Financial to First Sentry Bancshares prior to the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willdate hereof, either alone or in conjunction with neither Guaranty Financial nor any other event, Guaranty Financial Subsidiary has (i) except for (A) result 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 payment executive officer, employee, or director from the amount thereof in effect as of December 31, 2007, 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, (ii) granted any options to purchase shares of Guaranty Financial 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 Guaranty Financial Option Plans, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director Guaranty Financial or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices of Guaranty Financial 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1on ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(a), neither Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary pertaining to employment▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, consulting or severance or any other material arrangementexcept 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 or employees of Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary (including any collective bargaining agreement)▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (iv) any agreement which by its terms limits the payment of dividends by Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary for the payment of more than Fifty Thousand Dollars ($50,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($200,000 100,000) over its remaining term, which is not terminable without cause on 60 sixty (60) days’ or less notice without penalty or premium, payment (other than agreements for commercially available “off-the- shelf” software); (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ or any Yardville Subsidiary or▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (it being understood that any non-compete or similar provision shall be deemed material, following consummation 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 ▇▇▇▇▇▇▇ ▇▇▇▇ or any of its Subsidiaries or Affiliates; (ix) any contract involving Intellectual Property (excluding generally commercially available “off the Mergershelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any contract relating to the provision of data processing, Acquirer network communications or other technical services to or by ▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the ▇▇▇▇▇▇▇ ▇▇▇▇ Board of Directors; (xiii) any contract that provides for potential material indemnification payments by ▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇ or its Subsidiaries, ; (viiixvi) that any contract which is a “material contract” 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 such term is defined described in Item Items 601(b)(4) and 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville SubsidiariesK). 4.9.2(b) ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(b) identifies each parcel of real estate owned, leased or subleased by ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ Bank or any ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restrictionon ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(b). Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, neither Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 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 “▇▇▇▇▇▇▇ ▇▇▇▇ Material Contracts”) have been made available to Acquirer Mid Penn on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof, and neither Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ nor any Yardville ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary (nor, to the Knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇, any other party to any ▇▇▇▇▇▇▇ Penn Material Contract) has materially breached any provision of, or is in default in any respect under any term of, any such contract▇▇▇▇▇▇▇ ▇▇▇▇ Material Contract. Except as listed on ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument ▇▇▇▇▇▇▇ ▇▇▇▇ Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument ▇▇▇▇▇▇▇ ▇▇▇▇ Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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. . (d) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.3on ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(d), no such agreementsince December 31, plan2023, contract, or arrangement (x) provides for acceleration in through and including the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of the execution date of this Agreement, approval neither ▇▇▇▇▇▇▇ ▇▇▇▇ nor any ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville December 31, 2023 (which amounts have been previously made available to Mid Penn), granted any severance or consummation 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 ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.12, as in effect as of the transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result in granted any payment options or warrants to purchase shares of ▇▇▇▇▇▇▇ ▇▇▇▇ Common Stock, or any Right to any executive officer, director or employee, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the Code▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries, 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 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), forgiveness other than in connection with foreclosed property or in the ordinary course of indebtedness or otherwise) becoming due to any director or any employee of Yardville or any Yardville Subsidiary under any Yardville Compensation and Benefit Planbusiness consistent with past practice, (Bviii) accelerate changed any accounting methods, principles or practices of ▇▇▇▇▇▇▇ ▇▇▇▇ or the time of payment ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries affecting its assets, liabilities or vesting businesses, including any reserving, renewal or trigger residual method, practice or policy except in accordance with 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 Yardville Compensation and Benefit Plan, (C) result changes in the breach or violation ofGAAP, or a default under(ix) suffered any strike, any Yardville Compensation and Benefit Planwork stoppage, slow-down, or other labor disturbance. (De) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G As of the Code and date of this Agreement, except as set forth on ▇▇▇▇▇▇▇ ▇▇▇▇ Disclosure Schedule 4.8(e), none of the regulations promulgated thereunderdeposits of ▇▇▇▇▇▇▇ ▇▇▇▇ 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 YARDVILLE DISCLOSURE SCHEDULE on FedFirst Disclosure Schedule 4.9.1, neither Yardville FedFirst nor any Yardville FedFirst Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of Yardville FedFirst or any Yardville Subsidiary pertaining to employmentFedFirst Subsidiary, consulting or severance or any other material arrangementexcept 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, employees or employees consultants of Yardville FedFirst or any Yardville FedFirst Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) agreement which by its terms limits or affects the payment of dividends by Yardville FedFirst or any Yardville FedFirst Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville FedFirst or any Yardville FedFirst 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 (1) 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 material other non-customary 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 Acquirer FedFirst or any Acquirer FedFirst Subsidiary; (viv) with a vendor of products or servicesany other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Yardville FedFirst or any Yardville FedFirst Subsidiary for the payment of more than $50,000 30,000 annually or for the payment of more than $200,000 50,000 over its remaining term; or (vi) any agreement (other than this Agreement), which is not terminable without cause on 60 days’ contract, arrangement, commitment or less notice without penalty understanding (whether written or premium, (viioral) that purports to restrict materially restricts or limit in any way (including any non-compete, exclusive dealing or similar provision) limits the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville FedFirst or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville SubsidiariesFedFirst Subsidiary. 4.9.2. 4.9.2 Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE on FedFirst 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 FedFirst’s Knowledge neither Yardville FedFirst nor any Yardville FedFirst Subsidiary nor, to Yardville’s Knowledge, any other party, is in material default in any material 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 Acquirer CB on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, neither Yardville nor any Yardville Subsidiary has 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 on 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunderdate hereof. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE on FedFirst Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement arrangement: (xi) provides for acceleration in of the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville FedFirst or any Yardville FedFirst Subsidiary or upon the occurrence of a subsequent event; or (yii) requires Yardville FedFirst or any Yardville FedFirst Subsidiary to provide a benefit in the form of Yardville FedFirst Common Stock or determined by reference to the value of Yardville FedFirst Common Stock; or (iii) contains provisions which permit an employee, director or independent contractor to terminate such agreement or arrangement without cause and continue to accrue future benefits thereunder. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2013, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville except as set forth on FedFirst Disclosure Schedule 4.9.4, neither FedFirst or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, FedFirst Subsidiary has: (i) except for (A) result normal increases for 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, or (B) as required by applicable law, increased wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any payment 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 FedFirst), 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 FedFirst Common Stock or shares of capital stock of any FedFirst Subsidiary, or any right to acquire any shares of capital stock to any executive officer, director or employee of FedFirst or any FedFirst Subsidiary, 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 the FedFirst Stock Plans; (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director FedFirst or any employee FedFirst Subsidiary, the effect of Yardville 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments; (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, (B) accelerate the time of payment other than in connection with foreclosed property 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 Yardville Compensation and Benefit Plan, (C) result in the breach ordinary course of business consistent with past practice; (viii) changed any accounting methods, principles or violation ofpractices of FedFirst or any FedFirst 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE GCB DISCLOSURE SCHEDULE 4.9.1, neither Yardville GCB nor any Yardville GCB Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville GCB or any Yardville Subsidiary pertaining to employmentGCB Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville GCB or any Yardville GCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville GCB or any Yardville Subsidiary (including any collective bargaining agreement)GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville GCB or any Yardville GCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville GCB or any Yardville GCB Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer OFC or any Acquirer OFC Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville GCB or any Yardville GCB Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or premiumpayment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville GCB or any Yardville GCB Subsidiary or, following consummation of the Merger, Acquirer (it being understood that any non-compete or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to similar provision shall be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in YARDVILLE 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, neither Yardville GCB nor any Yardville GCB Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer OFC on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville GCB nor any Yardville 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. No 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. No Except as set forth in GCB DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Yardville GCB or any Yardville GCB Subsidiary is a party or under which Yardville GCB or any Yardville 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 YARDVILLE GCB DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville GCB or any Yardville GCB Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville GCB or any Yardville GCB Subsidiary to provide a benefit in the form of Yardville GCB Common Stock or determined by reference to the value of Yardville GCB Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of Since December 31, 2006, through and including the execution date of this Agreement, approval of this Agreement by the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willexcept as set forth in GCB DISCLOSURE SCHEDULE 4.9.4, either alone or in conjunction with neither GCB nor any other event, GCB Subsidiary has (i) except for (A) result 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 payment 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 Benefit Plans, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director GCB or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1Brooklyn Disclosure Schedule 3.08, neither Yardville Brooklyn MHC, Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville or any Yardville Subsidiary pertaining to employmentemployee, consulting or severance or any other material arrangementexcept 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 or employees of Yardville or any Yardville Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement)employees; (iv) any agreement which by its terms limits the payment of dividends by Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer Investors Bancorp or any Acquirer Investors Bancorp Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Brooklyn MHC, Brooklyn Bancorp or any Yardville Brooklyn Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. (b) Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger Mergers by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 Brooklyn Disclosure Schedule 3.08, 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 Yardville Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 Acquirer Investors Bancorp on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary (nor, to the Knowledge of Brooklyn 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 contractMaterial Contract. Except as listed on Brooklyn Disclosure Schedule 3.08(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of (d) Since September 30, 2009, through and including the execution date of this Agreement, approval of this Agreement except as publicly disclosed in the Securities Documents filed or furnished by Brooklyn Bancorp prior to the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willdate hereof, either alone or in conjunction with neither Brooklyn Bancorp nor any other event, Brooklyn Subsidiary has (i) except for (A) result normal increases for 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, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any payment executive officer, employee, or director from the amount thereof in effect as of September 30, 2009 (which amounts have been previously made available to Investors 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 severance plans listed on Brooklyn Disclosure Schedule 3.08(d), 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 Brooklyn Bancorp 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 Brooklyn Bancorp Stock Incentive Plan, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G Brooklyn Bancorp or any of the Code)Brooklyn Subsidiaries, forgiveness the effect of indebtedness which was or otherwiseis to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee of Yardville contract for any such acquisition or any Yardville Subsidiary under any Yardville Compensation disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices of Brooklyn 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1Brooklyn Disclosure Schedule 3.08, neither Yardville Brooklyn MHC, Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville or any Yardville Subsidiary pertaining to employmentemployee, consulting or severance or any other material arrangementexcept 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 or employees of Yardville or any Yardville Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement)employees; (iv) any agreement which by its terms limits the payment of dividends by Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other 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 Acquirer Investors Bancorp or any Acquirer Investors Bancorp Subsidiary; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Brooklyn MHC, Brooklyn Bancorp or any Yardville Brooklyn Subsidiary for the payment of more than $50,000 25,000 annually or for the payment of more than $200,000 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Brooklyn Bancorp or any Yardville Brooklyn Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. (b) Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger Mergers by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 Brooklyn Disclosure Schedule 3.08, 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 Yardville Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material respect under any material contract, agreement, commitment, arrangement, 17 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 Acquirer Investors Bancorp on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect and, on the date hereof and neither Yardville Brooklyn Bancorp nor any Yardville Brooklyn Subsidiary (nor, to the Knowledge of Brooklyn 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 contractMaterial Contract. Except as listed on Brooklyn Disclosure Schedule 3.08(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of (d) Since September 30, 2009, through and including the execution date of this Agreement, approval of this Agreement except as publicly disclosed in the Securities Documents filed or furnished by Brooklyn Bancorp prior to the stockholders of Yardville or consummation of the transactions contemplated by this Agreement willdate hereof, either alone or in conjunction with neither Brooklyn Bancorp nor any other event, Brooklyn Subsidiary has (i) except for (A) result normal increases for 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, or (B) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any payment executive officer, employee, or director from the amount thereof in effect as of September 30, 2009 (which amounts have been previously made available to Investors 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 severance plans listed on Brooklyn Disclosure Schedule 3.08(d), 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 Brooklyn Bancorp 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 Brooklyn Bancorp Stock Incentive Plan, (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (within iv) made any material election for federal or state income tax purposes, (v) made any material change in the meaning credit policies or procedures of Section 280G Brooklyn Bancorp or any of the Code)Brooklyn Subsidiaries, forgiveness the effect of indebtedness which was or otherwiseis to make any such policy or procedure less restrictive in any material respect, (vi) becoming due to made any director material acquisition or disposition of any assets or properties, or any employee of Yardville contract for any such acquisition or any Yardville Subsidiary under any Yardville Compensation disposition entered into other than loans and Benefit Planloan commitments, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result in the breach changed any accounting methods, principles or violation ofpractices of Brooklyn 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 a default under, any Yardville Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1Schedule 5.8(a) or in Juniata’s SEC Reports, neither Yardville Juniata nor any Yardville Juniata Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Yardville Juniata or any Yardville Subsidiary pertaining to employmentJuniata Subsidiary, consulting or severance or any other material arrangementexcept 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 or employees of Yardville Juniata or any Yardville Juniata Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Yardville Juniata or any Yardville Subsidiary (including any collective bargaining agreement)Juniata Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Yardville Juniata or any Yardville Juniata Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville Juniata or any Yardville Juniata Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, 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 material other restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Acquirer or any Acquirer SubsidiaryPerson; (vi) with a vendor of products or servicesany other agreement, written or oral, that obligates Yardville Juniata or any Yardville Juniata Subsidiary for the payment of more than $50,000 150,000 annually or for the payment of more than $200,000 500,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premiumpayment (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 purports to restrict restricts or limit limits in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville Juniata or any Yardville Juniata Subsidiary or(it being understood that any non-compete or similar provision shall be deemed material, following consummation but any limitation on the scope of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as any license granted under any such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to agreement shall not be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Yardville or the Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiariesdeemed material). 4.9.2. (b) Each real estate lease of Juniata, JVB or a Juniata Subsidiary that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in YARDVILLE DISCLOSURE SCHEDULE 4.9.2 Schedule 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, neither Yardville Juniata nor any Yardville Juniata Subsidiary nor, to Yardville’s Knowledge, any other party, is in default in any material 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 5.8(a) and 4.9.2 5.8(b) (“Juniata Material Contracts”) have been made available to Acquirer Liverpool on or before the date hereof, are listed on YARDVILLE DISCLOSURE SCHEDULE 4.9.1 or YARDVILLE DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect andon the date hereof, and neither Yardville Juniata nor any Yardville 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 such contractJuniata Material Contract. Except as listed on Schedule 5.8(c), arrangement or instrument. No no party to any material contract, arrangement or instrument Juniata Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Juniata Material Contract 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 Yardville or any Yardville Subsidiary is a party or under which Yardville or any Yardville 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 YARDVILLE DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Yardville or any Yardville Subsidiary or upon the occurrence of a subsequent event; or (y) requires Yardville or any Yardville Subsidiary to provide a benefit in the form of Yardville Common Stock or determined by reference to the value of Yardville Common Stock. 4.9.4. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.9.4 none of (d) Since December 31, 2016, through and including the execution date of this Agreement, approval neither Juniata nor any Juniata Subsidiary has (i) except for normal increases for employees made in the ordinary course of this Agreement business consistent with past practice or as required by applicable law, increased the stockholders 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 Yardville December 31, 2016 (which amounts have been previously made available to Liverpool), granted any severance or consummation 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 transactions contemplated by this Agreement willdate hereof), either alone or paid any bonus other than the customary bonuses in conjunction amounts consistent with any other eventpast practice, (Aii) result granted any options or warrants to purchase shares of Juniata Common Stock, or any Right to any executive officer, director or employee other than grants made in the ordinary course of business consistent with past practice under any payment option or benefit plan and set forth on Schedule 5.2(a), (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, severancethe granting of stock options, unemployment compensationstock appreciation rights, “excess parachute payment” (within the meaning of Section 280G of the Codeperformance awards, or restricted stock awards), forgiveness 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 indebtedness or otherwise) becoming due to any director Juniata or any employee of Yardville its Subsidiaries, 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 Yardville Subsidiary under contract for any Yardville Compensation such acquisition or disposition entered into other than loans and Benefit Planloan commitments except at the direction or request of any Bank Regulator, (Bvii) accelerate 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 time ordinary course 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 Yardville Compensation and Benefit Planbusiness consistent with past practice, (Cviii) result 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 the breach or violation ofaccordance with any changes in GAAP, or a default under(ix) suffered any strike, any Yardville Compensation and Benefit Planwork stoppage, (D) limit slow-down, or restrict the ability to merge, amend or terminate any Yardville Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunderother labor disturbance.