Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. Except for this Agreement and as listed in Section 5.03(o) of the JCB Disclosure Schedule, it is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectively, “Material Contracts”), (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (ii) that restricts or limits in any way the conduct of business by it (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it on 60 days or less notice without any required payment or other conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice), (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it, (vi) that involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (vii) that involves Intellectual Property, (viii) that provides for the payment by JCB of payments or other benefits upon a change in control thereof, (ix) that would entitle any present or former director, officer, employee or agent of JCB to indemnification from JCB or (x) that is with respect to, or otherwise commits it to do, any of the foregoing. It is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. (i) Except for this Agreement and as listed in Section 5.03(o) of the JCB Disclosure SchedulePreviously Disclosed, it Folsom Lake Bank is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that is a “material contract” within the meaning which would entitle any present or former director, officer, employee or agent of Item 601(b)(10) of the SEC’s Regulation S-KFolsom Lake Bank to indemnification from Folsom Lake Bank, (iiC) that restricts or limits in any way the conduct of business by it which is an agreement (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or programming, consulting and licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are contracts) not terminable by it on 60 days or less notice without any required penalty or other fee and involving the payment or other conditionsvalue of more than $25,000 per annum, other than the condition of notice(D) which is with or to a labor union or guild (including any collective bargaining agreement), (ivE) that which relates to the incurrence of indebtedness by it for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payables, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), or provides for the imposition of any Liens on any assets of Folsom Lake Bank or the guaranty of the indebtedness of another Person, (vF) that which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material assetsproperties, rights rights, assets or properties business of itFolsom Lake Bank, (viG) that which involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases the aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiH) that involves Intellectual Propertywhich is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $25,000 or more in annual fees, (viiiI) that which provides for the payment by JCB Folsom Lake Bank (or any successor) of payments or other benefits upon a change in of control thereof, (ixJ) which is a lease for any real or material personal property owned or presently used by Folsom Lake Bank, (K) which materially restricts the conduct of any business by Folsom Lake Bank or limits the freedom of Folsom Lake Bank to engage in any line of business in any geographic area (or would so restrict Folsom Lake Bank after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires Folsom Lake Bank to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) that would entitle relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any present provision that requires the purchase of all of Folsom Lake Bank’s requirements for a given product or former directorservice from a given third party, officeror obligates Folsom Lake Bank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, employee joint venture or agent similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of JCB to indemnification from JCB or another Person; (xP) that which is with respect to, or otherwise commits it Folsom Lake Bank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). (ii) Each Material Contract is valid and binding on Folsom Lake Bank and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of Folsom Lake Bank, is valid and binding on the other parties thereto. It Neither Folsom Lake Bank, nor, to the Knowledge of Folsom Lake Bank, any other parties thereto, is not in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by Folsom Lake Bank is currently outstanding. (iii) All outstanding loans from Folsom Lake Bank to its officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for this Agreement and as listed in Section 5.03(o) Previously Disclosed, neither Feather River nor any of the JCB Disclosure Schedule, it its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that is a “material contract” within the meaning which would entitle any present or former director, officer, employee or agent of Item 601(b)(10) Feather River or any of the SEC’s Regulation S-Kits Subsidiaries to indemnification from Feather River or any of its Subsidiaries, (iiC) that restricts or limits in any way the conduct of business by it which is an agreement (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming programming, consulting and licensing contracts) not terminable on 60 days or licensing contract less notice and involving the payment or value of more than $25,000 per year annum, (other than D) which is with or to a labor union or guild (including any such contracts which are terminable by it on 60 days or less notice without any required payment or other conditions, other than the condition of noticecollective bargaining agreement), (ivE) that which relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payablesor similar obligation, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), (vF) that which grants any Person a right of first refusal, right of first offer or similar right with respect to any material assetsproperties, rights rights, assets or properties business of itFeather River or any of its Subsidiaries, (viG) that which involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases (cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiH) that which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves Intellectual Propertythe payment of $25,000 or more in annual fees, (viiiI) that which provides for the payment by JCB Feather River or any of its Subsidiaries of payments or other benefits upon a change in of control thereof, (ixJ) which is a lease for any real or material personal property owned or presently used by Feather River or any of its Subsidiaries, (K) which materially restricts the conduct of any business by Feather River or any of its Subsidiaries or limits the freedom of Feather River or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict Feather River or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires Feather River or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (M) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and that would entitle has any present continuing obligations, liabilities or former directorrestrictions, officer, employee or agent of JCB to indemnification from JCB or (xN) that which is with respect to, or otherwise commits it Feather River or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). It For purposes of this Agreement, the term “Material Contracts” does not include (A) loans made by, (B) unfunded loan commitments made by, (C) letters of credit issued by, (D) loan participations of, (E) Federal funds sold or purchased by, (F) repurchase agreements made by, (G) bankers acceptances of, or (H) deposit liabilities of, Feather River or any of its Subsidiaries. (ii) Each Material Contract is not valid and binding on Feather River or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of Feather River or its Subsidiaries, is valid and binding on the other parties thereto (except as enforceability may be limited by the Bankruptcy Exception). None of Feather River and its Subsidiaries or, to the Knowledge of Feather River and its Subsidiaries, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by Feather River or any of its Subsidiaries is currently outstanding. (iii) All outstanding loans from Feather River or any of its Subsidiaries to their respective officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for this Agreement and as listed in Section 5.03(o) Previously Disclosed, neither CFB nor any of the JCB Disclosure Schedule, it its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that is a “material contract” within the meaning which would entitle any present or former director, officer, employee or agent of Item 601(b)(10) CFB or any of the SEC’s Regulation S-Kits Subsidiaries to indemnification from CFB or any of its Subsidiaries, (iiC) that restricts or limits in any way the conduct of business by it which is an agreement (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or programming, consulting and licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are contracts) not terminable by it on 60 days or less notice without any required and involving the payment or other conditionsvalue of more than $50,000 per annum, other than the condition of notice(D) which is with or to a labor union or guild (including any collective bargaining agreement), (ivE) that which relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payablesor similar obligation, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), (vF) that which grants any Person a right of first refusal, right of first offer or similar right with respect to any material assetsproperties, rights rights, assets or properties business of itCFB or any of its Subsidiaries, (viG) that which involves the purchase or sale of assets with a purchase price of $25,000 50,000 or more in any single case or $50,000 or more 100,000 in all such cases (cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiH) that which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves Intellectual Propertythe payment of $50,000 or more in annual fees, (viiiI) that which provides for the payment by JCB CFB or any of its Subsidiaries of payments or other benefits upon a change in of control thereof, (ixJ) which is a lease for any real or material personal property owned or presently used by CFB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by CFB or any of its Subsidiaries or limits the freedom of CFB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict CFB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires CFB or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (M) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 and that would entitle has any present continuing obligations, liabilities or former directorrestrictions, officer, employee or agent of JCB to indemnification from JCB or (xN) that which is with respect to, or otherwise commits it CFB or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). (ii) Each Material Contract is valid and binding on CFB or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of CFB or its Subsidiaries, is valid and binding on the other parties thereto. It None of CFB and its Subsidiaries or, to the knowledge of CFB and its Subsidiaries, any other parties thereto, is not in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by CFB or any of its Subsidiaries is currently outstanding. (iii) All outstanding loans from CFB or any of its Subsidiaries to their respective officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. Except for this Agreement (1) Parent has made available to Buyer the material contracts, including all amendments and supplements thereto, to which ERC is a party, as listed in Section 5.03(o) of the JCB on Parent Disclosure Schedule, it is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oralSchedule 4.03(j)(1) (collectively, the “Material Contracts”)): (A) any agreement, if the performance remaining thereunder involves aggregate consideration to or by ERC in excess of $100,000 per annum; (iB) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (ii) any agreement that restricts or limits contains limitations on the ability of ERC to compete in any way the conduct line of business by it business; (including without limitation a non-compete C) any agreement with any of Parent or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year its Affiliates (other than ERC), including any such contracts which are terminable by it on 60 days or less notice without any required payment intercompany indebtedness, guaranty, receivable, payable or other conditionsaccount maintained between ERC, on the one hand, and Parent and/or any of its Affiliates, on the other hand, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice)business; (D) any employment, severance, termination or employee-like consulting or retirement agreement binding on ERC; (vE) any agreement that grants any right of first refusalrelates to indebtedness owed by ERC, right of first offer or similar right with respect to any material assets, rights or properties of it, (vi) that involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, repurchase agreements, trade payables and sales of investment securities and loans contracts relating to borrowings or guarantees made in the ordinary course of business consistent business); (F) any mortgage, pledge, indenture or security agreement or similar arrangement constituting a Lien upon the assets or properties of ERC or the Shares; (G) any agreement for the sale or purchase of personal property having a value individually, with past practice)respect to all sales or purchases thereunder, in excess of $100,000; (H) any agreement for the sale or purchase of fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $100,000; and (I) any agreement involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by ERC, other than agreements entered into in the ordinary course of business. (2) (A) Each Material Contract is in full force and effect with respect to ERC, (viiB) that involves Intellectual Property, (viii) that provides for the payment by JCB of payments or other benefits upon a change in control thereof, (ix) that would entitle any present or former director, officer, employee or agent of JCB to indemnification from JCB or (x) that is with respect to, or otherwise commits it to do, any of the foregoing. It ERC is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefitsMaterial Contract in any material respect, and (C) there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. (i) Except for this Agreement and as listed in Section 5.03(o) of the JCB Disclosure SchedulePreviously Disclosed, it BAY is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that is a “material contract” within the meaning which would entitle any present or former director, officer, employee or agent of Item 601(b)(10) of the SEC’s Regulation S-KBAY to indemnification from BAY, (iiC) that restricts or limits in any way the conduct of business by it which is an agreement (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or programming, consulting and licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are contracts) not terminable by it on 60 days or less notice without any required and involving the payment or other conditionsvalue of more than $50,000 per annum, other than the condition of notice(D) which is with or to a labor union or guild (including any collective bargaining agreement), (ivE) that which relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payablesor similar obligation, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), (vF) that which grants any Person a right of first refusal, right of first offer or similar right with respect to any material assetsproperties, rights rights, assets or properties business of itBAY, (viG) that which involves the purchase or sale of assets with a purchase price of $25,000 50,000 or more in any single case or $50,000 or more in all such cases (cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiH) that which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves Intellectual Propertythe payment of $50,000 or more in annual fees, (viiiI) that which provides for the payment by JCB BAY of payments or other benefits upon a change in of control thereof, (ixJ) that which is a lease for any real or material personal property owned or presently used by BAY, (K) which materially restricts the conduct of any business by BAY or limits the freedom of BAY to engage in any line of business in any geographic area (or would entitle any present so restrict BAY after consummation of the transactions contemplated hereby) or former directorwhich requires exclusive referrals of business or requires BAY to offer specified products or services to their customers or depositors on a priority or exclusive basis, officer, employee or agent of JCB to indemnification from JCB or (xL) that which is with respect to, or otherwise commits it BAY to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “BAY Material Contracts”). (ii) To the knowledge of BAY, each BAY Material Contract is valid and binding on BAY and is in full force and effect (other than due to the ordinary expiration thereof) and is valid and binding on the other parties thereto. It None of BAY, or, to the knowledge of BAY, any other parties thereto, is not in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, BAY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by BAY is currently outstanding. (iii) All outstanding loans from BAY to its officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. Except for this Agreement and as listed in Section 5.03(o) Agreement, neither it nor any of the JCB Disclosure Schedule, it its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectively, “"Material Contracts”"), (i) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (ii) that restricts or limits in any way the conduct of business by it or any of its Subsidiaries (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice), (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of itit or its Subsidiaries, (vi) that involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), ) or (vii) that involves Intellectual Property, (viii) that provides for the payment by JCB of payments or other benefits upon a change in control thereof, (ix) that would entitle any present or former director, officer, employee or agent of JCB to indemnification from JCB or (x) that is with respect to, or otherwise commits it or any of its Subsidiaries to do, any of the foregoing. It Neither it nor any of its Subsidiaries is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. (i) Except for this Agreement and as listed in Section 5.03(o) of the JCB Disclosure SchedulePreviously Disclosed, it VCBank is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that is a “material contract” within the meaning which would entitle any present or former director, officer, employee or agent of Item 601(b)(10) of the SEC’s Regulation S-KVCBank to indemnification from VCBank, (iiC) that restricts or limits in any way the conduct of business by it which is an agreement (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or programming, consulting and licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are contracts) not terminable by it on 60 days or less notice without any required penalty or other fee and involving the payment or other conditionsvalue of more than $50,000 per annum, other than the condition of notice(D) which is with or to a labor union or guild (including any collective bargaining agreement), (ivE) that which relates to the incurrence of indebtedness by it for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payables, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), or provides for the imposition of any Liens on any assets of VCBank or the guaranty of the indebtedness of another Person, (vF) that which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material assetsproperties, rights rights, assets or properties business of itVCBank, (viG) that which involves the purchase or sale of assets with a purchase price of $25,000 50,000 or more in any single case or $50,000 100,000 or more in all such cases the aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiH) that involves Intellectual Propertywhich is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $50,000 or more in annual fees, (viiiI) that which provides for the payment by JCB VCBank of payments or other benefits upon a change in of control thereof, (ixJ) which is a lease for any real or material personal property owned or presently used by VCBank, (K) which materially restricts the conduct of any business by VCBank or limits the freedom of VCBank to engage in any line of business in any geographic area (or would so restrict VCBank after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires VCBank to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) that would entitle relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any present provision that requires the purchase of all of VCBank’s requirements for a given product or former directorservice from a given third party, officeror obligates VCBank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, employee joint venture or agent similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of JCB to indemnification from JCB or another Person; (xP) that which is with respect to, or otherwise commits it VCBank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). (ii) Each Material Contract is valid and binding on VCBank and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of VCBank, is valid and binding on the other parties thereto. It Neither VCBank, nor, to the knowledge of VCBank, any other parties thereto, is not in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by VCBank is currently outstanding. (iii) All outstanding loans from VCBank to its officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Except for this Agreement and as listed set forth in Section 5.03(o) of the JCB Seller Disclosure ScheduleSchedule 4.14(a), it Seller is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectively, “Material Contracts”), (i) that is a “material contract” within with respect to the meaning employment of Item 601(b)(10) of the SEC’s Regulation S-Kany directors, officers, employees or consultants; (ii) that restricts or limits in any way the conduct of business by it (including without limitation a non-compete or similar provision), (iii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it on 60 days or less notice without any required payment or other conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice), (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it, (vi) that involves the purchase or sale of assets with a purchase price of $25,000 or more in any single case or $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (vii) that involves Intellectual Property, (viii) that provides for the payment by JCB of payments or other benefits upon a change in control thereof, (ix) that would entitle any present or former director, officer, employee or agent of JCB Seller to (A) indemnification from JCB Seller, (B) any claim on specific assets of Seller, including any claim to any bank owned life insurance (“BOLI”) or the proceeds thereof, or (xC) any payment or benefits the vesting of which is directly or indirectly contingent on a change in control of Seller; (iii) which is a consulting agreement (including data processing, Software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment of more than $5,000 per annum; (iv) which contains any covenant that limits the ability of Seller to compete in any line of business or with any Person, or that involves any restriction on the geographic area in which, or method by which Seller (including any successor thereof) may carry on its business (other than as may be required by law or any regulatory agency); (v) pursuant to which Seller may become obligated to invest in or contribute capital to any entity; (vi) that relates to borrowings of money (or guarantees thereof) by Seller in excess of $25,000, other than advances from the FHLB or securities sold under agreements to repurchase with a maturity of thirty-one days or less and entered into in the ordinary course of business; or (vii) which is a lease or license with respect toto any property, real or otherwise commits it personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $15,000 on an annual basis. Seller has previously delivered or made available to doBuyer true, any complete and correct copies of the foregoing. It each such contract or other document or instrument. (b) To Seller’s Knowledge, (i) Seller is not in default in any material respect under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, and (ii) no other party to any such contract, agreement, commitment, arrangement, lease, insurance policy or other instrument (excluding any loan or extension of credit made by Seller) is in default in any material respect thereunder, except for such defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Seller; and (iii) no power of attorney or similar authorization given directly or indirectly by Seller is currently outstanding.

Material Contracts; Defaults. (i) Except for this Agreement and as listed set forth in Section 5.03(o5.03(l)(i) of the JCB TCB’s Disclosure Schedule, it TCB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (collectivelyA) with respect to the employment of any of its directors, “Material Contracts”)officers, employees or consultants, (iB) that which would entitle any present or former director, officer, employee or agent of TCB to indemnification from TCB, (C) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of the SEC’s Regulation S-K, (ii) that restricts or limits in any way K of the conduct of business by it (including without limitation a non-compete or similar provisionSEC), (iiiD) that which is a consulting an agreement or (including data processing, software programming or programming, consulting and licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are contracts) not terminable by it on 60 days or less notice without any required and involving the payment or other conditionsvalue of more than $20,000 per annum, other than the condition of notice(E) which is with or to a labor union or guild (including any collective bargaining agreement), (ivF) that which relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank FHLB, and sales of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements subject to repurchase, and trade payables, in each case incurred case, in the ordinary course of business consistent with past practicebusiness), (vG) that which grants any Person a right of first refusal, right of first offer or similar right with respect to any material assetsproperties, rights rights, assets or properties businesses of itTCB, (viH) that which involves the purchase or sale of assets with a purchase price of $25,000 100,000 or more in any single case or $50,000 or more 250,000 in all such cases (cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (viiI) that involves Intellectual Propertywhich is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 or more in annual fees, (viiiJ) that which provides for the payment by JCB TCB of payments or other benefits upon a change in of control thereof, (ixK) that which is a lease for any real or material personal property owned or presently used by TCB, (L) which materially restricts the conduct of any business by TCB or limits the freedom of TCB to engage in any line of business in any geographic area (or would entitle so restrict the Surviving Bank or any present of its affiliates after consummation of the Transaction) or former directorwhich requires exclusive referrals of business or requires TCB to offer specified products or services to their customers or depositors on a priority or exclusive basis, officer, employee or agent of JCB to indemnification from JCB or (xM) that which is with respect to, or otherwise commits it TCB to do, any of the foregoingforegoing (collectively, “Material Contracts”). It Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is not a list that includes each such Material Contract. (ii) Each Material Contract is valid and binding on TCB and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of TCB, is valid and binding on the other parties thereto. TCB is not, and to the knowledge of TCB, no other party thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB is currently outstanding. (iii) Section 5.03(l)(iii) of TCB’s Disclosure Schedule sets forth a schedule of all officers and directors of TCB who have outstanding loans from TCB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.