CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Change in Control Agreement (this “Agreement”) is made as of the 19th day of September, 2023, by and among Eastern Bankshares, Inc. (“Eastern Bankshares”), its wholly owned subsidiary, Eastern Bank (the “Bank”), and Denis Sheahan (the “Executive”), a resident of Massachusetts. Eastern Bankshares and the Bank are sometimes referred to collectively in this Agreement as “Eastern”. Eastern and the Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of September __, 2023, by and among Eastern Bankshares, Inc., a Massachusetts corporation (“Buyer”), Citadel MS 2023, Inc., a Massachusetts corporation (“Merger Sub,” and together with Buyer, “Buyers”) and the undersigned holder (the “Shareholder”) of Common Stock, par value $1.00 per share (the “Common Stock”), of Cambridge Bancorp, a Massachusetts corporation (“Company”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 19, 2023 BY AND AMONG EASTERN BANKSHARES, INC., EASTERN BANK, CITADEL MS 2023, INC., CAMBRIDGE BANCORP, AND CAMBRIDGE TRUST COMPANYAgreement and Plan of Merger • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This AGREEMENT AND PLAN OF MERGER, dated as of September 19, 2023, is by and among Eastern Bankshares, Inc. (“Buyer”), Citadel MS 2023, Inc., a wholly owned subsidiary of Buyer (“Merger Sub”), Eastern Bank, a wholly owned subsidiary of Buyer (“Buyer Bank”), Cambridge Bancorp (“Company”), and Cambridge Trust Company, a wholly owned subsidiary of Company (“Company Bank”). Any capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article IX.
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Executive Severance Benefits Agreement (this “Agreement”) is made this 19th day of September 2023, by and between Denis Sheahan (the “Executive”) and Eastern Bank (“Bank”). Each of Bank and the Executive is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”.
ASSET PURCHASE AGREEMENT BY AND AMONG EASTERN INSURANCE GROUP LLC as Seller, ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, LLC, as Buyer AND EASTERN BANK as Bank, EASTERN BANKSHARES, INC. as Parent dated as of September 19, 2023Asset Purchase Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2023, is entered into by and among, Arthur J. Gallagher Risk Management Services, LLC, a Delaware limited liability company (“Buyer”) and Eastern Insurance Group LLC, a Massachusetts limited liability company (“Seller”), Eastern Bank, a Massachusetts-chartered bank (“Bank”), and, Eastern Bankshares, Inc., a Massachusetts corporation (“Parent”). Buyer and Seller are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
