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

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in 1st Pacific Bancorp Disclosure Schedule 4.9.1, neither 1st Pacific Bancorp nor 1st Pacific Bank is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of 1st Pacific Bancorp or 1st Pacific Bank, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of 1st Pacific Bancorp or 1st Pacific Bank; (iii) any collective bargaining agreement with any labor union relating to employees of 1st Pacific Bancorp or 1st Pacific Bank; (iv) any agreement which by its terms limits the payment of dividends by 1st Pacific Bancorp or 1st Pacific Bank; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which 1st Pacific Bancorp or 1st Pacific Bank is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other 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 FB Bancorp or First Business Bank; (vi) except for items listed on 1st Pacific Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by 1st Pacific Bank in the ordinary course of its business, any other agreement, written or oral, that obligates 1st Pacific Bancorp or 1st Pacific Bank for the payment of more than $100,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by 1st Pacific Bancorp or 1st Pacific Bank (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in 1st Pacific Bancorp on First West Virginia Disclosure Schedule 4.9.1, neither 1st Pacific Bancorp First West Virginia nor 1st Pacific Bank any First West Virginia Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director director, employee or employee consultant of 1st Pacific Bancorp First West Virginia or 1st Pacific Bankany First West Virginia Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of 1st Pacific Bancorp First West Virginia or 1st Pacific Bankany First West Virginia Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of 1st Pacific Bancorp or 1st Pacific Bank; (iv) any agreement which by its terms limits or affects the payment of dividends by 1st Pacific Bancorp First West Virginia or 1st Pacific Bankany First West Virginia Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which 1st Pacific Bancorp First West Virginia or 1st Pacific Bank any First West Virginia Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, 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 that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to FB Bancorp First West Virginia or any First Business BankWest Virginia Subsidiary; (viv) except for items listed on 1st Pacific Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by 1st Pacific Bank in the ordinary course of its business, any other agreement, written or oral, that is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates 1st Pacific Bancorp First West Virginia or 1st Pacific Bank any First West Virginia Subsidiary for the payment of more than $100,000 30,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, ; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by 1st Pacific Bancorp First West Virginia or 1st Pacific Bank (it being understood that any non-compete or similar provision shall be deemed material)First West Virginia Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in 1st Pacific FS Bancorp Disclosure Schedule 4.9.13.08(a), neither 1st Pacific FS Bancorp nor 1st Pacific Bank any FS Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of 1st Pacific Bancorp or 1st Pacific Bank, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of 1st Pacific Bancorp or 1st Pacific Bank; (iii) any collective bargaining agreement with any labor union relating to employees of 1st Pacific Bancorp or 1st Pacific Bank; (iv) any agreement which by its terms limits the payment of dividends by 1st Pacific FS Bancorp or 1st Pacific Bankany FS Bancorp Subsidiary; (vii) 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 1st Pacific FS Bancorp or 1st Pacific Bank any FS Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank 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 FB ESSA Bancorp or First Business Bankany ESSA Bancorp Subsidiary; (viiii) except for items listed on 1st Pacific Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by 1st Pacific Bank in the ordinary course of its business, any other agreement, written or oral, that obligates 1st Pacific FS Bancorp or 1st Pacific Bank any FS Bancorp Subsidiary for the payment of more than $100,000 10,000 annually or for the payment of more than $50,000 25,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or (viiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by 1st Pacific FS Bancorp or 1st Pacific Bank any FS 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).

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in 1st Pacific Bancorp Disclosure Schedule 4.9.14.8(a), neither 1st Pacific Bancorp FNBPA nor 1st Pacific Bank any FNBPA Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of 1st Pacific Bancorp FNBPA or 1st Pacific Bankany FNBPA Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of 1st Pacific Bancorp FNBPA or 1st Pacific Bankany FNBPA Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of 1st Pacific Bancorp FNBPA or 1st Pacific Bankany FNBPA Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by 1st Pacific Bancorp FNBPA or 1st Pacific Bankany FNBPA Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which 1st Pacific Bancorp FNBPA or 1st Pacific Bank any FNBPA Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank 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 FB Bancorp or First Business Bankany Person; (vi) except for items listed on 1st Pacific Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by 1st Pacific Bank in the ordinary course of its business, any other agreement, written or oral, that obligates 1st Pacific Bancorp FNBPA or 1st Pacific Bank any FNBPA Subsidiary for the payment of more than $100,000 10,000 annually or for the payment of more than $50,000 25,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or paymentpayment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by 1st Pacific Bancorp FNBPA or 1st Pacific Bank any FNBPA 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).