Common use of BACKGROUND STATEMENTS Clause in Contracts

BACKGROUND STATEMENTS. A. Concurrent with the execution of this Agreement, NBBK, the Bank, 1828 MS, Inc. (“Merger Sub”), a wholly-owned subsidiary of NBBK, Provident Bancorp, Inc. (“Seller”), and BankProv, a wholly owned subsidiary of Seller (“Seller Bank”), entered into an Agreement and Plan of Merger, dated as of June 5, 2025 (the “Merger Agreement”). The Merger Agreement provides for the merger of Merger Sub with and into Seller (the “Merger”), followed by the Merger of Seller with and into NBBK, and the merger of Seller Bank with and into the Bank. As used in this Agreement, the term “Effective Time” shall mean the time at which the Merger is effective, as provided in the Merger Agreement. Any capitalized term used in this Agreement and not otherwise defined shall have the meaning set forth in the Merger Agreement. B. Seller Bank and the Consultant are parties to that certain Employment Agreement, effective as of October 25, 2024 (the “Employment Agreement”), pursuant to which the Consultant serves as the President and Chief Executive Officer of Seller Bank. C. The Consultant is expected to provide executive expertise and market knowledge in the Seller Bank’s operating market based upon the Consultant’s experience and relationships with Seller Bank’s employees and customers. Additionally, the Company expects that the Consultant’s prior experience serving as an actual or de facto consultant after the acquisition of a community bank will provide benefits to the Company during the Term (defined below) by, among other things, helping to effectuate a smooth transition for the Company with both Seller Bank’s employees and customers and providing market intelligence regarding Seller Bank’s market. D. In the Severance Pay Agreement between the Company and the Consultant, dated as of June 5, 2025 (the “Severance Pay Agreement”), the Consultant and the Company agreed that the Consultant’s employment by Seller Bank and his positions as President and Chief Executive Officer of Seller Bank will be terminated as of the Closing Date (for purposes of this Agreement, the “Termination Date”).