AMENDMENT TO STANDSTILL AGREEMENT
AMENDMENT TO
THIS AMENDMENT, dated this 21st day of May, 2024 (the “Amendment”), to the Standstill Agreement, dated October 28, 2023 (the “Agreement”), is by and among Provident Bancorp, Inc. (the “Company”), Xxxxxxxx Activist Fund, L.P. (“Activist Fund”), Xxxxxxxx Activist Investments, L.P. (“Activist Investments”), Xxxxxxxx Partners, L.P. (“Xxxxxxxx Partners”), Xxxxxxxx Value LLC (“Xxxxxxxx Value”), and Xxxxxx Xxxxxxxx, an individual (collectively, with Activist Fund, Activist Investments, Xxxxxxxx Partners, and Xxxxxxxx Value, the “Xxxxxxxx Group,” and each individually, a “Xxxxxxxx Group Member”) and Xxxxxx Xxxxxxx, an individual (the “Nominee”).
RECITALS
WHEREAS, the parties hereto are parties to the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth herein; and
WHEREAS, Section 12 of the Agreement provides that the Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by all of the parties; and
NOW THEREFORE, the parties hereto agree as follows:
1.Definitions. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Agreement.
2.(a) Amendment to Section 3(b). The first sentence of Section 3(b) is hereby deleted in its entirety and replaced with the following:
During the term of this Agreement, the Xxxxxxxx Group and each Xxxxxxxx Group Member covenant and agree not to do the following, directly or indirectly, alone or in concert with any affiliate, other group or other person:
(b) Amendment to Section 3(b)(ii). Section 3(b)(ii) is hereby deleted in its entirety and replaced with the following:
without the Company’s prior written consent, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Xxxxxxxx Group’s shares of Company Common Stock to any person the Xxxxxxxx Group believes, after reasonable inquiry, would be beneficial owner after any such sale or transfer of more than 5% of the outstanding shares of the Company Common Stock;
3. Authorization. Each party to this Amendment hereby represents and warrants to the other parties that the execution, delivery and performance of this Amendment has been duly authorized by each such party, that this Amendment constitutes a valid and binding obligation of such party, and the performance of its terms will not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which such party is a party.
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4. Governing Law and Choice of Forum. Unless applicable federal law or regulation is deemed controlling, Maryland law shall govern the construction and enforceability of this Amendment. Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the State of Maryland or, if there is no basis for federal jurisdiction, a state court sitting in the State of Maryland (the “Chosen Courts”). The Xxxxxxxx Group, the Xxxxxxxx Group Members and the Nominee agree that the Chosen Courts may exercise personal jurisdiction over them in any such actions. |
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5. Amendments. This Amendment may not be modified, amended, altered or supplemented except by a written agreement executed by all of the parties. |
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6. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile or by email attachment (in “.pdf” form), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. |
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7. Duty to Execute. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Amendment. |
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IN WITNESS WHEREOF, this Amendment has been duly executed by the undersigned and is effective as of the day and year first above written.
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XXXXXXXX ACTIVIST INVESTMENTS, L.P |
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PROVIDENT BANCORP, INC. |
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Xxxxxxxx Value LLC |
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General Partner |
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/s/ Xxxxxx X. Xxxxxx |
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Xxxxxx X. Xxxxxx |
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/s/ Xxxxx Xxxxxx |
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President and Chief Executive Officer |
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Xxxxx Xxxxxx |
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Member |
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XXXXXXXX PARTNERS, L.P. |
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Xxxxxxxx Value LLC |
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General Partner |
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/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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Member |
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XXXXXXXX ACTIVIST FUND, L.P. |
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Xxxxxxxx Value LLC |
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General Partner |
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By: |
/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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Member |
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XXXXXXXX VALUE LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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Member |
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XXXXXX XXXXXXXX |
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
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NOMINEE |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Xxxxxx Xxxxxxx |
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