Ponce Financial Group, Inc. Sample Contracts

Up to 12,075,000 Shares (Subject to increase up to 13,886,250 in shares the event of an increase in the pro forma market value of the Company’s Common Stock) PONCE FINANCIAL GROUP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share)
Agency Agreement • November 5th, 2021 • Ponce Financial Group, Inc. • Savings institution, federally chartered • New York
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Employment Agreement
Employment Agreement • May 2nd, 2023 • Ponce Financial Group, Inc. • Savings institution, federally chartered • New York

This Employment Agreement (the “Agreement”) is made and entered into as of April 26, 2023, by and between Frank Perez (the “Executive”) and Ponce Bank, a federally chartered bank (the “Bank”).

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UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220
Securities Purchase Agreement • June 9th, 2022 • Ponce Financial Group, Inc. • Savings institution, federally chartered • New York

The company set forth on the signature page hereto (the “Recipient”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Recipient the Preferred Shares, pursuant to the Emergency Capital Investment Program.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER THE PONCE FINANCIAL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN
Non-Qualified Stock Option Agreement for Employees • March 19th, 2024 • Ponce Financial Group, Inc. • Savings institution, federally chartered

Pursuant to the Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), Ponce Financial Group, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2022 • Ponce Financial Group, Inc. • Savings institution, federally chartered • New York

This Amendment (this “Amendment”) to the Employment Agreement by and between Ponce Bank (formerly known as Ponce De Leon Federal Bank) (the “Bank”), and Frank Perez (the “Executive”), dated as of March 31, 2017 (the “Employment Agreement”), is entered into as of May 25, 2022 (the “Effective Date”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PONCE FINANCIAL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 19th, 2024 • Ponce Financial Group, Inc. • Savings institution, federally chartered

Pursuant to the Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), Ponce Financial Group, Inc. (the “Company”) hereby grant to the Grantee named above the number of Restricted Stock Units indicated above (the “Award”). Each Restricted Stock Unit represents an unfunded, unsecured right to receive one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.

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RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES UNDER THE PONCE FINANCIAL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement for Employees • March 19th, 2024 • Ponce Financial Group, Inc. • Savings institution, federally chartered

Pursuant to the Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), Ponce Financial Group, Inc. (the “Company”) hereby grants to the Grantee named above the number of Restricted Stock Units indicated above (the “Award”). Each Restricted Stock Unit represents an unfunded, unsecured right to receive one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee, or such other form of consideration as is acceptable to the Committee.

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PREMIUM NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PONCE FINANCIAL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN
Premium Non-Qualified Stock Option Agreement • March 19th, 2024 • Ponce Financial Group, Inc. • Savings institution, federally chartered

Pursuant to the Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), Ponce Financial Group, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Premium Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Premium Exercise Price per Share specified above for the applicable tranche subject to the terms and conditions set forth herein and in the Plan. This Premium Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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PREMIUM NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER THE PONCE FINANCIAL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN
Premium Non-Qualified Stock Option Agreement for Employees • March 19th, 2024 • Ponce Financial Group, Inc. • Savings institution, federally chartered

Pursuant to the Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), Ponce Financial Group, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Premium Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Premium Exercise Price per Share specified above for the applicable tranche subject to the terms and conditions set forth herein and in the Plan. This Premium Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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DocuSign Envelope ID: FAFB2E4D-F95F-48EE-83E1-F5EBFB0AF189
Ponce Financial Group, Inc. • August 3rd, 2021 • New York

This letter sets forth the agreement between Ponce Bank, Bronx, New York (the “Bank”), a federally-chartered bank wholly-owned by PDL Community Bancorp (“Bancorp”), which in turn is majority-owned by Ponce Bank Mutual Holding Company, a mutual holding company (the “MHC”), collectively “PDLB” or the “Company,” and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with PDLB’s second step conversion offering.

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