AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., COASTAL MERGER SUB CORP. and PARTNERS BANCORP Dated as of November 4, 2021Merger Agreement • November 4th, 2021 • Partners Bancorp • State commercial banks • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2021 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and Partners Bancorp, a Maryland corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2019 • Delmar Bancorp • State commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Virginia Partners Bank (“Employer”) and J. Adam Sothen (“Executive”) and is effective as of the 1st day of December, 2018 (the “Effective Date”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 22nd, 2023 • Partners Bancorp • State commercial banks • Pennsylvania
This VOTING AND SUPPORT AGREEMENT, dated as of February 22, 2023 (this “Agreement”), is by and between LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), and the undersigned stockholder (the “Stockholder”) of Partners Bancorp, a Maryland corporation (the “Partners”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • March 29th, 2019 • Delmar Bancorp • State commercial banks • Delaware
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into by and between The Bank of Delmarva, a Delaware chartered commercial bank (the “Bank”) and the wholly owned subsidiary of the Delmar Bancorp (the “Company” and together with the Bank, the “Employer”), and John W. Breda (“Executive”) (collectively, the “Parties”). All capitalized terms used but not otherwise defined herein shall have the same meaning as in the 2015 Employment Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2019 • Delmar Bancorp • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of December , 2018, by and among Delmar Bancorp, a registered bank holding company organized under the laws of Maryland (the “Company”), Virginia Partners Bank, a Virginia chartered commercial bank (the “Bank”), and Lloyd B. Harrison, III (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 4th, 2021 • Partners Bancorp • State commercial banks • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of November 4, 2021 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Partners Bancorp, a Maryland corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2017 • Delmar Bancorp • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the day of December, 2015 (the “Effective Date”), by and between The Bank of Delmarva, a Delaware chartered commercial bank (the “Bank”) and the wholly owned subsidiary of the Delmar Bancorp (the “Company”), and John W. Breda (“Executive”).
AGREEMENT AND PLAN OF MERGER by and between LINKBANCORP, INC. and PARTNERS BANCORP Dated as of February 22, 2023Merger Agreement • February 22nd, 2023 • Partners Bancorp • State commercial banks • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of February 22, 2023 (this “Agreement”), by and between LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”) and Partners Bancorp, a Maryland corporation (“Partners”).
INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEEIncentive Stock Option Agreement • March 30th, 2021 • Partners Bancorp • State commercial banks • Virginia
This Incentive Stock Option Agreement evidences the grant of an Incentive Stock Option (“Option”) to {NAME} (the “Participant”) pursuant to Article VI of the Virginia Partners Bank 2008 Incentive Stock Plan (the “Plan”). This Agreement also describes the terms and conditions of the Option evidenced by this Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2021 • Partners Bancorp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made and entered into as of the 4th day of November 2021, by and between Partners Bancorp, formerly named Delmar Bancorp (the “Company”), Virginia Partners Bank (the “Bank”), and Lloyd B. Harrison, III (“Executive”), and is effective as of this date.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2022 • Partners Bancorp • State commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is made and entered into as of the 8th day of December 2022, by and between Partners Bancorp, formerly named Delmar Bancorp (the “Company”), Virginia Partners Bank (the “Bank”), and Lloyd B. Harrison, III (“Executive”), and is effective as of this date.
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2019 • Delmar Bancorp • State commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between The Bank of Delmarva (“Employer”) and Betsy Eicher (“Executive”) and is effective as of this 24th day of March, 2019 (the “Effective Date”).
partners bancorp TIME-BASED RESTRICTED STOCK AGREEMENTTime-Based Restricted Stock Agreement • November 12th, 2021 • Partners Bancorp • State commercial banks • Maryland
This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into and effective as of <<AWARD DATE>> (the “Award Date”) pursuant to Article VIII of the Partners Bancorp 2021 Incentive Stock Plan (the “Plan”), and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (the “Award”) to <<NAME>> (the “Participant”).
NONCOMPETE AGREEMENTNoncompete Agreement • November 22nd, 2017 • Delmar Bancorp • State commercial banks • Maryland
This Noncompete Agreement, made as of this 27th day of January, 2017, by and between The Bank of Delmarva, a Delaware chartered commercial bank (the “Bank”) and a wholly owned subsidiary of Delmar Bancorp (the “Company”), and Edward M. Thomas (“Mr. Thomas”).
PARTNERS BANCORP TIME-BASED RESTRICTED STOCK AGREEMENT (for employees)Time-Based Restricted Stock Agreement • November 12th, 2021 • Partners Bancorp • State commercial banks • Maryland
This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into as of <<AWARD DATE>> (the “Award Date”) pursuant to Article VIII of the Partners Bancorp 2021 Incentive Stock Plan (the “Plan”), and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (the “Award”) to <<NAME>> (the “Participant”).
ContractMerger Agreement • January 9th, 2018 • Delmar Bancorp • State commercial banks
SECOND AMENDMENT TO AGREEMENT AND PLAN OF SHARE EXCHANGEAgreement and Plan of Share Exchange • August 30th, 2019 • Delmar Bancorp • State commercial banks • Maryland
This Second Amendment to the Agreement and Plan of Share Exchange (this “Second Amendment”), dated and effective as of August 28, 2019, by and between Delmar Bancorp (“Delmar”) and Virginia Partners Bank (“Partners”), amends that certain Agreement and Plan of Share Exchange (the “Agreement”), dated as of December 13, 2018, by and between Delmar and Partners, which was subsequently amended by that certain Amendment to the Agreement and Plan of Share Exchange (the “First Amendment”), dated as of March 4, 2019, by and between Delmar and Partners. Capitalized terms not defined in this Second Amendment have the respective meanings given to them in the Agreement.
WARRANT AMENDMENT AND AGREEMENT FOR FULL EXERCISEWarrant Amendment and Agreement for Full Exercise • March 29th, 2019 • Delmar Bancorp • State commercial banks • Virginia
This Warrant Amendment and Agreement for Full Exercise (this “Agreement”) is dated as of December [ ], 2018, by and between Virginia Partners Bank, a Virginia state-chartered bank (the “Bank”), and Kenneth R. Lehman (the “Investor”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 30th, 2020 • Delmar Bancorp • State commercial banks • North Carolina
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, 2020, and is made by and among Delmar Bancorp, a Maryland corporation (“Company”), and the purchaser of the Subordinated Note identified on the signature page hereto (the “Purchaser”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2021 • Partners Bancorp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made and entered into as of the 4th day of November 2021, by and between Partners Bancorp, formerly named Delmar Bancorp (the “Company”), The Bank of Delmarva (the “Bank”), and John W. Breda (“Executive”), and is effective as of this date.
