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

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in SBBX Disclosure Schedule 4.8.1, neither SBBX nor any SBBX Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX or any SBBX Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) 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 SBBX or any SBBX 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank or any PFS Subsidiary; (v) any other agreement, written or oral, that obligates SBBX or any SBBX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX or any SBBX Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. Each real estate lease that requires the consent of the lessor or its agent of the Merger or Bank Merger by virtue of the terms of any such lease, is listed in SBBX Disclosure Schedule 4.8.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nor, to the Knowledge of SBBX, has any other party to any such contract, arrangement or instrument) materially breached any provision of, or is not in material default in any respect under any term of, any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default or breach. Except as listed on SBBX Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4, since December 31, 2019, through and including the date of this Agreement, neither SBBX nor any SBBX Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX or any SBBX Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (v) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vi) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (vii) changed any accounting methods, principles or practices of SBBX or any SBBX Subsidiary affecting their assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiary.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in SBBX LNB Bancorp Disclosure Schedule 4.8.14.9.1, neither SBBX LNB Bancorp nor any SBBX LNB Bancorp Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to which by its terms limits the extent obligations payment of SBBX dividends by LNB Bancorp or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX LNB Bancorp Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) 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 SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary is an obligor to any person, 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Northwest Bancshares or any PFS Northwest Bancshares Subsidiary; (viv) any other agreement, written or or, to LNB Bancorp’s knowledge, oral, that obligates SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors ; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.24.9.2. Each real estate lease that requires will require the consent of the lessor or its agent as a result of the Merger or Bank Merger by virtue of the terms of any such lease, is listed in SBBX LNB Bancorp Disclosure Schedule 4.8.2 4.9.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither LNB Bancorp nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or LNB Bancorp Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default 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 Northwest Bancshares on or breach. Except as before the date hereof, are listed on SBBX LNB Bancorp Disclosure Schedule 4.8.3, no party to any Material Contract will have 4.9.1 and are in full force and effect on the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4date hereof. Except as set forth in SBBX LNB Bancorp Disclosure Schedule 4.8.44.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which LNB Bancorp or any LNB Bancorp Subsidiary is a party or under which LNB Bancorp or any LNB Bancorp 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 LNB Bancorp 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 LNB Bancorp or any LNB Bancorp Subsidiary or upon the occurrence of a subsequent event; or (y) requires LNB Bancorp or any LNB Bancorp Subsidiary to provide a benefit in the form of LNB Bancorp Common Stock or determined by reference to the value of LNB Bancorp Common Stock. 4.9.4. Except as set forth in LNB Bancorp Disclosure Schedule 4.9.4, since December 31, 20192013, through and including the date of this Agreement, neither SBBX LNB Bancorp nor any SBBX LNB Bancorp Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition disposition, other than loans and loan commitments, commitments in the ordinary course of business consistent with past practice; (viiii) entered into any lease of real or personal property requiring annual payments in excess of $100,00050,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (viiiv) changed any accounting methods, principles or practices of SBBX LNB Bancorp or any SBBX LNB Bancorp Subsidiary affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarypolicy.

Material Contracts; Leases; Defaults. 4.8.1. 4.9.1 Except as set forth in SBBX PC Bancorp Disclosure Schedule 4.8.14.9.1, neither SBBX PC Bancorp nor any SBBX Subsidiary PCB is a party to or subject to: (i) any employment agreement, change in control agreementemployment, consulting or severance agreement contract or material arrangement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer officer, director or director employee of SBBX PC Bancorp or any SBBX SubsidiaryPCB, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of PC Bancorp or PCB; (iii) any collective bargaining agreement with any labor union relating to employees of SBBX PC Bancorp or any SBBX SubsidiaryPCB; (iiiiv) any agreement which by its terms limits the payment of dividends by SBBX PC Bancorp or any SBBX SubsidiaryPCB; (ivv) 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 SBBX PC Bancorp or any SBBX Subsidiary PCB is an obligor to any person, 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank CU Bancorp or any PFS SubsidiaryCUB; (vvi) except for items listed on PC Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by PCB in the ordinary course of its business, any other agreement, written or oral, that obligates SBBX PC Bancorp or any SBBX Subsidiary PCB for the payment of more than $25,000 100,000 annually or for the payment of more than $50,000 250,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX PC Bancorp or any SBBX Subsidiary PCB (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. 4.9.2 Each real estate lease that requires the consent of the lessor or its agent of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in SBBX PC Bancorp Disclosure Schedule 4.8.2 4.9.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has any other party to any such contract, arrangement or instrument) materially breached any provision of, or neither PC Bancorp nor PCB is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default. 4.9.3 True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.9.1 and 4.9.2 have been made available to CU Bancorp and CUB on or before the date hereof, are listed on PC Bancorp Disclosure Schedule 4.9.1 or on PC Bancorp Disclosure Schedule 4.9.2 and are in full force and effect on the date hereof and neither PC Bancorp nor PCB (nor, to the Knowledge of PC Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or breachinstrument. Except as listed on SBBX PC Bancorp Disclosure Schedule 4.8.34.9.3(a), no party to any Material Contract material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such Material Contract contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX PC Bancorp Disclosure Schedule 4.8.44.9.3(b), since no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which PC Bancorp or PCB is a party or under which PC Bancorp or 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 PC 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 PC Bancorp or PCB or upon the occurrence of a subsequent event; or (y) requires PC Bancorp or PCB to provide a benefit in the form of PC Bancorp Common Stock or determined by reference to the value of PC Bancorp Common Stock. 4.9.4 Since December 31, 20192010, through and including the date of this Agreement, except as listed on PC Bancorp Disclosure Schedule 4.9.4, a copy which has been made available to CUB, neither SBBX PC Bancorp nor any SBBX Subsidiary PCB has (i) except for (A) normal increases for employees (other than officers and directors) made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (CB) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 20192010 (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 or permitted under the terms of SBBX Compensation and Benefit Plans agreements or severance plans listed on SBBX PC Bancorp Disclosure Schedule 4.12.14.13.1, as in effect as of the date hereof), or paid any bonusbonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of SBBX PC Bancorp Common Stock, any equity award under a SBBX Stock Benefit Plan, 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 SBBX or any SBBX SubsidiarySection 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, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax Tax purposes, (ivv) made any material change in the credit policies or procedures of SBBX PC Bancorp or any SBBX SubsidiaryPCB, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vvi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition entered into other than loans and loan commitments, (vivii) entered into any lease of real or personal property requiring annual payments in excess of $100,00050,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viiviii) changed any accounting methods, principles or practices of SBBX PC Bancorp or any SBBX Subsidiary its Subsidiaries affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viiiix) suffered any strike, work stoppage, labor slow-down, or other labor disturbance disturbance. 4.9.5 Except as of otherwise disclosed on PC Bancorp Disclosure Schedule 4.9.5, all payments due on the PC Bancorp Trust Preferred Securities and the Junior Subordinated Debt Securities have been paid in accordance with respect to employees of SBBX or any SBBX Subsidiarytheir respective terms. 4.9.6 Except as set forth on PC Bancorp Disclosure Schedule 4.9.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in SBBX Disclosure Schedule 4.8.1Hopewell Valley DISCLOSURE SCHEDULE 4.9.1, neither SBBX Hopewell Valley nor any SBBX Hopewell Valley Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to which by its terms limits the extent obligations payment of SBBX dividends by Hopewell Valley or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX Hopewell Valley Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) 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 SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Northfield Bancorp or any PFS Northfield Bancorp Subsidiary; (viv) any other agreement, written or oral, that obligates SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors ; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, but contract, commitment or understanding pursuant to which Hopewell Valley or any limitation on Hopewell Valley Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the scope involvement of Hopewell Valley or any Hopewell Valley Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any license granted under joint venture with any third parties. Hopewell Valley DISCLOSURE SCHEDULE 4.9.1 sets forth the payments due in the event that any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in Hopewell Valley DISCLOSURE SCHEDULE 4.9.1 is terminated by Hopewell Valley or Northfield prior to, in connection with, or immediately following the Merger, and where such agreement shall not be deemed material)payment would exceed $100,000. 4.8.24.9.2. Each real estate lease that requires will require the consent of the lessor or its agent as a result of the Merger or Bank Merger by virtue of the terms of any such lease, is listed in SBBX Disclosure Schedule 4.8.2 Hopewell Valley DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither Hopewell Valley nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or Hopewell Valley Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default or breach. Except as listed on SBBX Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreementdefault. 4.8.44.9.3. 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 Northfield Bancorp on or before the date hereof and are in full force and effect on the date hereof. Except as set forth in SBBX Disclosure Schedule 4.8.4Hopewell Valley DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Hopewell Valley or any Hopewell Valley Subsidiary is a party or under which Hopewell Valley or any Hopewell Valley 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 Hopewell Valley DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Hopewell Valley or any Hopewell Valley Subsidiary or upon the occurrence of a subsequent event; or (ii) requires Hopewell Valley or any Hopewell Valley Subsidiary to provide a benefit in the form of Hopewell Valley Common Stock or determined by reference to the value of Hopewell Valley Common Stock. 4.9.4. Except as set forth in Hopewell Valley DISCLOSURE SCHEDULE 4.9.4, since December 31, 20192014, through and including the date of this Agreement, neither SBBX Hopewell Valley nor any SBBX Hopewell Valley Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition disposition, other than loans and loan commitments, commitments in the ordinary course of business consistent with past practice; (viiii) entered into any lease of real or personal property requiring annual payments in excess of $100,00025,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (viiiv) changed any accounting methods, principles or practices of SBBX Hopewell Valley or any SBBX Hopewell Valley Subsidiary affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarypolicy.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in SBBX Prestige Bancorp Disclosure Schedule 4.8.13.08(a), and except for this Agreement, and those agreements and other documents filed as exhibits to Prestige Bancorp's Securities Documents, neither SBBX Prestige Bancorp nor any SBBX Subsidiary Prestige Bank is a party to to, bound by or subject to: to (i) any employment agreement, change in control agreementcontract, consulting arrangement, commitment or severance agreement with any past understanding (but only to whether written or oral) that is a "material contract" within the extent obligations meaning of SBBX or any SBBX Subsidiary remain outstanding thereunderItem 601(b)(10) or present officer or director of SBBX or any SBBX Subsidiary, except for “at will” arrangements; the SEC's Regulation S-K (ii) any collective bargaining agreement with any labor union relating to employees of SBBX Prestige Bancorp or any SBBX SubsidiaryPrestige Bank; (iii) any agreement which by its terms limits the payment of dividends by SBBX Prestige Bancorp or any SBBX SubsidiaryPrestige Bank; (iv) 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 SBBX Prestige Bancorp or any SBBX Subsidiary Prestige Bank is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Pittsburgh 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 restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Merger Effective Date to PFS, Provident Bank Northwest Bancorp or any PFS Northwest Bancorp Subsidiary; (v) any other agreement, written or oral, that obligates SBBX or any SBBX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement contract (other than this Agreement)) limiting the freedom, in any material respect, of Prestige Bancorp or Prestige Bank to engage in any type of banking or bank-related business which Prestige Bancorp or Prestige Bank is permitted to engage in under applicable law as of the date of this Agreement or (vi) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX Prestige Bancorp or any SBBX Subsidiary Prestige Bank (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. (b) Each real estate lease that requires may require the consent of the lessor or its agent of resulting from the Company Merger or the Bank Merger by virtue of the terms a prohibition or restriction relating to assignment, by operation of any such leaselaw or otherwise, or change in control, is listed in SBBX Prestige Bancorp Disclosure Schedule 4.8.2 3.08(b)(1) identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies of agreementsExcept as set forth in Prestige Bancorp Disclosure Schedule 3.08(b)(2), contracts, arrangements and instruments referred to neither Prestige Bancorp nor Prestige Bank is in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nor, to the Knowledge of SBBX, has any other party to any such contract, arrangement or instrument) materially breached any provision of, or is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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. (c) True and correct copies of "material default contracts," agreements, instruments, contracts, arrangements, commitments, leases or breach. Except as listed on SBBX understandings identified in Prestige Bancorp Disclosure Schedule 4.8.33.08(a) and 3.08(b)(1) have been made available to Northwest Bancorp on or before the date hereof, no and are in full force and effect on the date hereof and neither Prestige Bancorp nor Prestige Bank (nor, to the Knowledge of Prestige Bancorp or any Prestige Bancorp Subsidiary), any other party to any Material Contract such "material contract," agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any respect under any term of, any such "material contract," agreement, instrument, contract, arrangement, commitment, lease or understanding. No party to any such "material contract," agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such Material Contract "material contract," agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4, since December 31, 2019, through and including the date of this Agreement, neither SBBX nor any SBBX Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law require the payment of an early termination fee or the terms of SBBX Compensation penalty. No such "material contract," agreement, instrument, contract, arrangement, commitment, lease or understanding to which Prestige Bancorp or Prestige Bank is a party or under which Prestige Bancorp or Prestige Bank may be liable contains provisions which permit an independent contractor to terminate it without cause and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe after such termination without cause continue to accrue future benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX or any SBBX Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (v) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vi) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (vii) changed any accounting methods, principles or practices of SBBX or any SBBX Subsidiary affecting their assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarythereunder.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in SBBX Penns Xxxxx Disclosure Schedule 4.8.15.7(a), neither SBBX Penns Xxxxx nor any SBBX Penns Xxxxx Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreementemployment, consulting or severance agreement contract or material arrangement with any past (but only to the extent obligations or present officer, director or employee of SBBX Penns Xxxxx or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX Penns Xxxxx Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Penns Xxxxx or any Penns Xxxxx Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of SBBX Penns Xxxxx or any SBBX Penns Xxxxx Subsidiary; (iiiiv) any agreement which by its terms limits the payment of dividends by SBBX Penns Xxxxx or any SBBX Penns Xxxxx Subsidiary; (ivv) 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 SBBX Penns Xxxxx or any SBBX Penns Xxxxx 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 other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to PFS, Provident Bank or any PFS SubsidiaryPerson; (vvi) any other agreement, written or oral, that obligates SBBX Penns Xxxxx or any SBBX Penns Xxxxx Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 750,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, payment (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses agreements for commercial commercially available “off-the-the- shelf” software), or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX Penns Xxxxx or any SBBX Penns Xxxxx Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. Each (b) Penns Xxxxx Disclosure Schedule 5.7(b) identifies each parcel of real estate lease owned, leased or subleased by Penns Xxxxx, JSS Bank or any Penns Xxxxx Subsidiary. Subject to any consents that requires the consent may be required as a result of the lessor transactions contemplated by this Agreement, neither Penns Xxxxx nor any Penns Xxxxx Subsidiary is in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its agent of the Merger or Bank Merger by virtue of the terms of any such leaseassets, is listed in SBBX Disclosure Schedule 4.8.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nor, to the Knowledge of SBBX, has any other party to any such contract, arrangement or instrument) materially breached any provision ofbusiness, or is not in material default in any respect under any term of, any Material Contractoperations 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 material default. (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 5.7(a) and 5.7(b) (collectively, the “Penns Xxxxx Material Contracts”) have been made available to Luzerne on or before the date hereof, and are in full force and effect on the date hereof, and neither Penns Xxxxx nor any Penns Xxxxx Subsidiary (nor, to the Knowledge of Penns Xxxxx, any other party to any Penns Xxxxx Material Contract) has materially breached any provision of, or is in default or breachin any respect under any term of, any Penns Xxxxx Material Contract. Except as listed on SBBX Penns Xxxxx Disclosure Schedule 4.8.35.7(c), no party to any Penns Xxxxx Material Contract will have the right to terminate any or all of the provisions of any such Penns Xxxxx Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4, since (d) Since December 31, 20192011, through and including the date of this Agreement, neither SBBX Penns Xxxxx nor any SBBX Penns Xxxxx Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 20192011 (which amounts have been previously made available to Luzerne), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans agreements or severance plans listed on SBBX Penns Xxxxx Disclosure Schedule 4.12.15.11, as in effect as of the date hereof), or paid any bonusbonus other than the customary bonuses in amounts consistent with past practice, (ii) granted any options or warrants to purchase shares of SBBX Penns Xxxxx Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock Right to any executive officer, director or employee other than grants made in the ordinary course of SBBX business consistent with past practice under any option or any SBBX Subsidiarybenefit plan and set forth on Penns Xxxxx Disclosure Schedule 5.2(a), (iii) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (ivv) made any material change in the credit policies or procedures of SBBX Penns Xxxxx or any SBBX Subsidiaryof the Penns Xxxxx Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vvi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition entered into other than loans and loan commitmentscommitments except at the direction or request of any Bank Regulator, (vivii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viiviii) changed any accounting methods, principles or practices of SBBX Penns Xxxxx or any SBBX Subsidiary the Penns Xxxxx Subsidiaries affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (viiiix) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarydisturbance.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in SBBX FNBNY Disclosure Schedule 4.8.1, neither SBBX FNBNY nor any SBBX FNBNY Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement or other material agreement with any past (but only to the extent obligations or present officer, director or employee of SBBX FNBNY or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX FNBNY Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for Table of Contents 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 FNBNY or any FNBNY Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of SBBX FNBNY or any SBBX FNBNY Subsidiary; (iiiiv) any agreement which by its terms limits the payment of dividends by SBBX FNBNY or any SBBX FNBNY Subsidiary, other than the OCC Agreement; (ivv) 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 SBBX FNBNY or any SBBX FNBNY 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Bridge Bancorp or any PFS Bridge Bancorp Subsidiary; (vvi) any other agreement, written or oral, that obligates SBBX FNBNY or any SBBX FNBNY Subsidiary for the payment of more than $25,000 15,000 annually or for the payment of more than $50,000 35,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, payment (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses agreements for commercial commercially available “off-the-the- shelf” software), or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement and the OCC Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX FNBNY or any SBBX FNBNY Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. Each real estate lease that requires the consent of the lessor or its agent of resulting from the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in SBBX FNBNY Disclosure Schedule 4.8.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS Bridge Bancorp on or before the date hereof, and are are, including to the extent applicable in the case of FNBNY Compensation and Benefit Plans, in full force and effect on the date hereof and SBBX has not neither FNBNY nor any FNBNY Subsidiary (nor, to the Knowledge of SBBXFNBNY, has any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is not in material default in any respect under any term of, any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default or breach. Except as listed on SBBX FNBNY Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. A true and correct copy of the subleases for the office space on the 52nd floor at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, are attached to FNBNY Disclosure Schedule 4.8.4, are in full force and effect, represent the subleasing of all space subject to the primary lease of such space by First National Bank, and neither FNBNY nor any FNBNY Table of Contents Subsidiary (nor, to the Knowledge of FNBNY, any other party to any such sublease) has materially breached any provision of, or is in default in any respect under any term of, the subleases. 4.8.5. Except as set forth in SBBX FNBNY Disclosure Schedule 4.8.44.8.5, since December 31, 20192012, through and including the date of this Agreement, neither SBBX FNBNY nor any SBBX FNBNY Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (CB) as required by applicable law or the terms of SBBX Compensation and Benefit Plans agreements listed on SBBX FNBNY Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 20192012 (which amounts have been previously made available to Bridge Bancorp), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of SBBX Compensation and Benefit Plans severance plans or policies listed on SBBX FNBNY Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonusbonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of SBBX FNBNY Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiaryemployee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by the Patient Protection and Affordable Care Act and the regulations issued thereunder, (iv) made any material election for federal or state income tax purposes, (ivv) made any material change in the credit policies or procedures of SBBX FNBNY or any SBBX Subsidiaryof its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vvi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition entered into other than loans and loan commitments, (vivii) entered into any lease of real or personal property requiring annual payments in excess of $100,00075,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viiviii) changed any accounting methods, principles or practices of SBBX FNBNY or any SBBX Subsidiary its Subsidiaries affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viiiix) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarydisturbance.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in SBBX MutualFirst Financial Disclosure Schedule 4.8.14.9.1, neither SBBX MutualFirst Financial nor any SBBX MutualFirst Financial Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to which by its terms limits the extent obligations payment of SBBX dividends by MutualFirst Financial or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX MutualFirst Financial Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) 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 SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Indianapolis 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Northwest Bancshares or any PFS Northwest Bancshares Subsidiary; (viv) any other agreement, written or or, to MutualFirst Financial’s knowledge, oral, that obligates SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary for the payment of more than $25,000 100,000 annually or for the payment of more than $50,000 250,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors ; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.24.9.2. Each real estate lease is freely transferrable to Northwest Bancshares, and those real estate leases that requires will require the consent of the lessor or its agent as a result of the Merger or Bank Merger by virtue of the terms of any such lease, is listed in SBBX MutualFirst Financial Disclosure Schedule 4.8.2 identifying 4.9.2 and such schedule identifies the section of the any lease that contains such a prohibition or restriction. 4.8.3restriction on transfer. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither MutualFirst Financial nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or MutualFirst Financial Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default 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 Northwest Bancshares on or breach. Except as before the date hereof, and are listed on SBBX MutualFirst Financial Disclosure Schedule 4.8.3, no party to any Material Contract will have 4.9.1 (which schedule includes the right to terminate any or all termination date of the provisions of any such Material Contract as a result of the execution of, contract and the consummation approximate cost of terminating such contract prior to the transactions contemplated by, this Agreement. 4.8.4end of its term) and are in full force and effect on the date hereof. Except as set forth in SBBX MutualFirst Financial Disclosure Schedule 4.8.44.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which MutualFirst Financial or any MutualFirst Financial Subsidiary is a party or under which MutualFirst Financial or any MutualFirst 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 MutualFirst Financial 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 MutualFirst Financial or any MutualFirst Financial Subsidiary or upon the occurrence of a subsequent event; or (y) requires MutualFirst Financial or any MutualFirst Financial Subsidiary to provide a benefit in the form of MutualFirst Financial Common Stock or determined by reference to the value of MutualFirst Financial Common Stock. 4.9.4. Except as set forth in MutualFirst Financial Disclosure Schedule 4.9.4, since December 31, 20192018, through and including the date of this Agreement, neither SBBX MutualFirst Financial nor any SBBX MutualFirst Financial Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition disposition, other than loans and loan commitments, commitments in the ordinary course of business consistent with past practice; (viiii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (viiiv) changed any accounting methods, principles or practices of SBBX MutualFirst Financial or any SBBX MutualFirst Financial Subsidiary affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarypolicy.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in SBBX ABB Financial Group Disclosure Schedule 4.8.14.9.1, as of the date of this Agreement, neither SBBX ABB Financial Group nor any SBBX ABB Financial Group Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to that by its terms limits the extent obligations payment of SBBX dividends by ABB Financial Group or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX ABB Financial Group Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) 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 SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB 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 that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to PFS, Provident Bank Community First Bancshares or any PFS Community First Bancshares Subsidiary; (viv) any other agreement, written or oral, that obligates SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors ; or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, but contract, commitment or understanding pursuant to which ABB Financial Group or any limitation ABB Financial Group Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the involvement of ABB Financial Group or any ABB Financial Group Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any joint venture with any third parties. With respect to the agreements described in clause (iv), above, ABB Financial Group Disclosure Schedule 4.9.1 sets forth the estimated remaining payments due or, if any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in ABB Financial Group Disclosure Schedule 4.9.1 can be terminated by ABB Financial Group or Community First Bancshares prior to, in connection with, or immediately following the Merger, and where such payment or penalty would exceed $50,000, the estimated termination payments, in each case based on the scope of any license granted under any such agreement shall not be deemed material)assumptions specified in the schedules. 4.8.24.9.2. Each real estate lease that requires will require the consent of the lessor or its agent as a result of the Merger or Bank Merger by virtue of the terms of any such lease, is listed in SBBX ABB Financial Group Disclosure Schedule 4.8.2 4.9.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither ABB Financial Group nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or ABB Financial Group Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default or breach. Except as listed on SBBX Disclosure Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreementdefault. 4.8.44.9.3. 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 Community First Bancshares on or before the date hereof and are in full force and effect on the date hereof. Except as set forth in SBBX ABB Financial Group Disclosure Schedule 4.8.44.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which ABB Financial Group or any ABB Financial Group Subsidiary is a party or under which ABB Financial Group or any ABB Financial Group Subsidiary may be liable contains provisions that permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in ABB Financial Group Disclosure Schedule 4.9.3, no such agreement, plan, contract, or arrangement (i) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of ABB Financial Group or any ABB Financial Group Subsidiary or upon the occurrence of a subsequent event, or (ii) requires ABB Financial Group or any ABB Financial Group Subsidiary to provide a benefit in the form of ABB Financial Group Common Stock or determined by reference to the value of ABB Financial Group Common Stock. 4.9.4. Except as set forth in ABB Financial Group Disclosure Schedule 4.9.4, since December 31, 20192017, through and including the date of this Agreement, neither SBBX ABB Financial Group nor any SBBX ABB Financial Group Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (C) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee of SBBX or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition disposition, other than loans and loan commitments, commitments in the ordinary course of business consistent with past practice; (viiii) entered into any lease of real or personal property requiring annual payments in excess of $100,00025,000 or more than $50,000 over its remaining term, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (viiiv) changed any accounting methods, principles or practices of SBBX ABB Financial Group or any SBBX ABB Financial Group Subsidiary affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarypolicy.

Material Contracts; Leases; Defaults. 4.8.1. Except for this Agreement, and those agreements and other documents which have been filed as exhibits to FLBC's Securities Documents or set forth in SBBX Disclosure Schedule the FLBC DISCLOSURE SCHEDULE 4.8.1, neither SBBX FLBC nor any SBBX FLBC Subsidiary is a party to to, bound by or subject to: to (i) any employment agreement, change in control agreementcontract, consulting arrangement, commitment or severance agreement with any past understanding (but only to whether written or oral) that is a "material contract" within the extent obligations meaning of SBBX or any SBBX Subsidiary remain outstanding thereunderItem 601(b)(10) or present officer or director of SBBX or any SBBX Subsidiary, except for “at will” arrangements; the SEC's Regulation S-K (ii) any collective bargaining agreement with any labor union relating to employees of SBBX FLBC or any SBBX FLBC Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX FLBC or any SBBX SubsidiarySBFL; (iv) 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 SBBX FLBC or any SBBX FLBC 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, and transactions in "federal funds" or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank FNFG or any PFS FNFG Subsidiary; (v) any other agreement, written or oral, that obligates SBBX or any SBBX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement contract (other than this Agreement)) limiting the freedom, in any material respect, of FLBC or SBFL to engage in any type of banking or bank-related business which FLBC or SBFL is permitted to engage in under applicable law as of the date of this Agreement or (vi) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX FLBC or any SBBX FLBC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. Each real estate lease that requires may require the consent of the lessor or its agent of resulting from the Merger or the merger of SBFL into First Niagara Bank Merger by virtue of the terms a prohibition or restriction relating to assignment, by operation of any such leaselaw or otherwise, or change in control, is listed in SBBX Disclosure Schedule FLBC DISCLOSURE SCHEDULE 4.8.2 identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither FLBC nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or FLBC Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to First Niagara Financial on or before the date hereof, are listed on FLBC DISCLOSURE SCHEDULE 4.8.3 and are in full force and effect on the date hereof and neither FLBC nor any FLBC Subsidiary (nor, to the Knowledge of FLBC, 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 breachinstrument. Except Subject to obtaining any consents that may be required as a result of the transactions contemplated in this Agreement, except as listed on SBBX Disclosure Schedule FLBC DISCLOSURE SCHEDULE 4.8.3, no party to any Material Contract material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such Material Contract contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4, since December 31, 2019, through and including the date of this Agreement, neither SBBX nor any SBBX Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practiceNo contract, or (C) as required by applicable law similar agreement or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable arrangement to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2019, granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required or permitted under the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1, as in effect as of the date hereof), or paid any bonus, (ii) granted any options to purchase shares of SBBX Common Stock, any equity award under a SBBX Stock Benefit Plan, which FLBC or any right to acquire any shares of its capital stock to any executive officer, director FLBC Subsidiary is a party or employee of SBBX under which FLBC or any SBBX Subsidiary, (iii) made any material election for federal or state income tax purposes, (iv) made any material change in the credit policies or procedures of SBBX or any SBBX Subsidiary, the effect of FLBC Subsidiary may be liable contains provisions which was or is permit an independent contractor to make any such policy or procedure less restrictive in any material respect, (v) 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 terminate it without cause and loan commitments, (vi) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (vii) changed any accounting methods, principles or practices of SBBX or any SBBX Subsidiary affecting their assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viii) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect continue to employees of SBBX or any SBBX Subsidiaryaccrue future benefits thereunder.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in SBBX Brooklyn Disclosure Schedule 4.8.13.08, neither SBBX Brooklyn MHC, Brooklyn Bancorp nor any SBBX Brooklyn Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreementemployment, consulting or severance agreement contract or material arrangement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer officer, director or director of SBBX or any SBBX Subsidiaryemployee, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees; (iii) any collective bargaining agreement with any labor union relating to employees of SBBX or any SBBX Subsidiaryemployees; (iiiiv) any agreement which by its terms limits the payment of dividends by SBBX Brooklyn Bancorp or any SBBX Brooklyn Subsidiary; (ivv) 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 SBBX Brooklyn Bancorp or any SBBX Brooklyn 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Investors Bancorp or any PFS Investors Bancorp Subsidiary; (vvi) any other agreement, written or oral, that obligates SBBX Brooklyn MHC, Brooklyn Bancorp or any SBBX Brooklyn Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, payment (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses agreements for commercial commercially available “off-the-the- shelf” software), or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX Brooklyn Bancorp or any SBBX Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. (b) Each real estate lease that requires the consent of the lessor or its agent of resulting from the Merger or Bank Merger Mergers by virtue of the terms of any such lease, is listed in SBBX Brooklyn Disclosure Schedule 4.8.2 3.08, identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither Brooklyn Bancorp nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or Brooklyn Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default. (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 3.08(a) and (b) (“Material Contracts”) have been made available to Investors Bancorp on or before the date hereof, and are in full force and effect on the date hereof and neither Brooklyn Bancorp nor any 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 or breachin any respect under any term of, any Material Contract. Except as listed on SBBX Brooklyn Disclosure Schedule 4.8.33.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4(d) Since September 30, since December 31, 20192009, through and including the date of this Agreement, except as publicly disclosed in the Securities Documents filed or furnished by Brooklyn Bancorp prior to the date hereof, neither SBBX Brooklyn Bancorp nor any SBBX Brooklyn Subsidiary has (i) except for (A) 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 (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (CB) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31September 30, 20192009 (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 or permitted under the terms of SBBX Compensation and Benefit Plans agreements or severance plans listed on SBBX Brooklyn Disclosure Schedule 4.12.13.08(d), as in effect as of the date hereof), or paid any bonusbonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of SBBX Brooklyn Bancorp Common Stock, any equity award under a SBBX Stock Benefit Plan, 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 SBBX or any SBBX SubsidiarySection 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, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (ivv) made any material change in the credit policies or procedures of SBBX Brooklyn Bancorp or any SBBX Subsidiaryof the Brooklyn Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vvi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition entered into other than loans and loan commitments, (vivii) entered into any lease of real or personal property requiring annual payments in excess of $100,00025,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viiviii) changed any accounting methods, principles or practices of SBBX Brooklyn Bancorp or any SBBX Subsidiary its Subsidiaries affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viiiix) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarydisturbance.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in SBBX Brooklyn Disclosure Schedule 4.8.13.08, neither SBBX Brooklyn MHC, Brooklyn Bancorp nor any SBBX Brooklyn Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreementemployment, consulting or severance agreement contract or material arrangement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer officer, director or director of SBBX or any SBBX Subsidiaryemployee, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees; (iii) any collective bargaining agreement with any labor union relating to employees of SBBX or any SBBX Subsidiaryemployees; (iiiiv) any agreement which by its terms limits the payment of dividends by SBBX Brooklyn Bancorp or any SBBX Brooklyn Subsidiary; (ivv) 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 SBBX Brooklyn Bancorp or any SBBX Brooklyn 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 other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank Investors Bancorp or any PFS Investors Bancorp Subsidiary; (vvi) any other agreement, written or oral, that obligates SBBX Brooklyn MHC, Brooklyn Bancorp or any SBBX Brooklyn Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, payment (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses agreements for commercial commercially available “off-the-the- shelf” software), or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by SBBX Brooklyn Bancorp or any SBBX Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material). 4.8.2. (b) Each real estate lease that requires the consent of the lessor or its agent of resulting from the Merger or Bank Merger Mergers by virtue of the terms of any such lease, is listed in SBBX Brooklyn Disclosure Schedule 4.8.2 3.08, identifying the section of the lease that contains such prohibition or restriction. 4.8.3. True and correct copies Subject to any consents that may be required as a result of agreements, contracts, arrangements and instruments referred to in Sections 4.8.1 and 4.8.2 (“Material Contracts”) have been made available to PFS on or before the date hereof, and are in full force and effect on the date hereof and SBBX has not (nortransactions contemplated by this Agreement, to the Knowledge of SBBXits Knowledge, has neither Brooklyn Bancorp nor any other party to any such contract, arrangement or instrument) materially breached any provision of, or Brooklyn Subsidiary is not in material default in any material respect under any term ofmaterial contract, any Material Contractagreement, 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 material default. (c) True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 3.08(a) and (b) (“Material Contracts”) have been made available to Investors Bancorp on or before the date hereof, and are in full force and effect on the date hereof and neither Brooklyn Bancorp nor any 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 or breachin any respect under any term of, any Material Contract. Except as listed on SBBX Brooklyn Disclosure Schedule 4.8.33.08(c), no party to any Material Contract will have the right to terminate any or all of the provisions of any such Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. 4.8.4. Except as set forth in SBBX Disclosure Schedule 4.8.4(d) Since September 30, since December 31, 20192009, through and including the date of this Agreement, except as publicly disclosed in the Securities Documents filed or furnished by Brooklyn Bancorp prior to the date hereof, neither SBBX Brooklyn Bancorp nor any SBBX Brooklyn Subsidiary has (i) except for (A) 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 (including as a result of promotions or the hiring of a new employee), (B) customary year-end bonuses in amounts consistent with past practice, or (CB) as required by applicable law or the terms of SBBX Compensation and Benefit Plans listed on SBBX Disclosure Schedule 4.12.1law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31September 30, 20192009 (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 or permitted under the terms of SBBX Compensation and Benefit Plans agreements or severance plans listed on SBBX Brooklyn Disclosure Schedule 4.12.13.08(d), as in effect as of the date hereof), or paid any bonusbonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of SBBX Brooklyn Bancorp Common Stock, any equity award under a SBBX Stock Benefit Plan, 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 SBBX or any SBBX SubsidiarySection 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, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, (iv) made any material election for federal or state income tax purposes, (ivv) made any material change in the credit policies or procedures of SBBX Brooklyn Bancorp or any SBBX Subsidiaryof the Brooklyn Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vvi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition entered into other than loans and loan commitments, (vivii) entered into any lease of real or personal property requiring annual payments in excess of $100,00025,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viiviii) changed any accounting methods, principles or practices of SBBX Brooklyn Bancorp or any SBBX Subsidiary its Subsidiaries affecting their its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (viiiix) suffered any strike, work stoppage, slow-down, or other labor disturbance with respect to employees of SBBX or any SBBX Subsidiarydisturbance.