THIS LOAN AGREEMENT (“Loan Agreement”)
is made and entered into as of the ____ day of ________, 202__ by and between the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP
PLAN TRUST (“Borrower”), a trust for the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN, AS AMENDED AND RESTATED
(“ESOP”); and NORTHEAST COMMUNITY BANCORP, INC. (the “Lender”), a corporation organized and
existing under the laws of the State of Maryland.
W I T N E S S E T H
WHEREAS, the Borrower
is authorized to purchase shares of common stock of NorthEast Community Bancorp, Inc. (“Common Stock”), directly from NorthEast
Community Bancorp, Inc. or in open market purchases in an amount not to exceed ____________________________shares of Common Stock.
WHEREAS, the Borrower is authorized to borrow
funds from the Lender for the purpose of financing authorized purchases of Common Stock; and
WHEREAS, the Lender is willing to make a
loan to the Borrower for such purpose.
NOW, THEREFORE, the parties agree hereto
The following definitions shall apply for purposes
of this Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:
Day means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close under federal
or local law or regulation.
means the Internal Revenue Code of 1986, as amended (including the corresponding provisions of any succeeding law).
means an event or condition that would constitute an Event of Default. The determination as to whether an event or condition would constitute
an Event of Default shall be determined without regard to any applicable requirements of notice or lapse of time.
means the Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding law).
of Default means an event or condition described in Article 5.
means the loan described in section 2.1.
Documents means, collectively, the Loan Agreement, the Promissory Note and the Pledge Agreement and all other
documents now or hereafter executed and delivered in connection with such documents, including all amendments, modifications and
supplements of or to all such documents.
Agreement means the agreement described in section 2.8(a).
Amount means the face amount of the Promissory Note, determined as set forth in section 2.1(c).
Note means the promissory note described in section 2.3.
means the register described in section 2.9.
THE LOAN; PRINCIPAL AMOUNT;
INTEREST; SECURITY; INDEMNIFICATION
||The Loan; Principal Amount.|
Lender hereby agrees to lend to the Borrower such amount, and at such time, as shall be determined under this section 2.1; provided, however,
that in no event shall the aggregate amount lent under this Loan Agreement from time to time exceed the greater of (i) ______________________________________
or (ii) the aggregate amount paid by the Borrower to purchase up to _____________________________ shares of Common Stock.
to the limitations of Section 2.1(a), the Borrower shall determine the amounts borrowed under this Agreement, and the time at which such
borrowings are affected. Each such determination shall be evidenced in a writing that shall set forth the amount to be borrowed and the
date on which the Lender shall disburse such amount, and such writing shall be furnished to the Lender by notice from the Borrower. The
Lender shall disburse to the Borrower the amount specified in each such notice on the date specified therein or, if later, as promptly
as practicable following the Lender’s receipt of such notice; provided, however, that the Lender shall have no obligation to disburse
funds pursuant to this Agreement following the occurrence of a Default or an Event of Default until such time as such Default or Event
of Default shall have been cured.
all purposes of this Loan Agreement, the Principal Amount on any date shall be equal to the excess, if any, of:
|(i)||the aggregate amount disbursed by the Lender pursuant to section 2.1(b) on or before such date; over|
|(ii)||the aggregate amount of any repayments of such amounts made before such date.|
The Lender shall maintain on the Register a record of, and shall record
in the Promissory Note, the Principal Amount, any changes in the Principal Amount and the effective date of any changes in the Principal
Borrower shall pay to the Lender interest on the Principal Amount, for the period commencing with the first disbursement of funds
under this Loan Agreement and continuing until the Principal Amount shall be paid in full, at the rate of ________per
annum. Interest payable under this Agreement shall be computed on the basis of a year of 365 days and actual days elapsed
(including the first day but excluding the last) occurring during the period to which the computation relates.
interest on the Principal Amount shall be payable by the Borrower on the dates set forth in Schedule I to the Promissory Note. All interest
on the Principal Amount shall be paid by the Borrower in immediately available funds.
in the Loan Agreement or the Promissory Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest
shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the extent that the Lender’s
receipt thereof would not be permissible under the law or laws applicable to the Lender limiting rates of interest that may be charged
or collected by the Lender. Any such payment referred to in the preceding sentence shall be made by the Borrower to the Lender on the
earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting
rates of interest that may be charged or collected by the Lender. Such deferred interest shall not bear interest.
The Loan shall be evidenced by the Promissory Note
of the Borrower attached hereto as an exhibit payable to the order of the lender in the Principal Amount and otherwise duly completed.
||Payment of Trust Loan.|
The Principal Amount of the Loan shall be repaid
in accordance with Schedule I to the Promissory Note on the dates specified therein until fully paid.
The Borrower shall be entitled to prepay the Loan
in whole or in part, at any time and from time to time; provided, however, that the Borrower shall give notice to the Lender of any such
prepayment; and provided, further, that any partial prepayment of the Loan shall be in an amount not less than $1,000. Any such prepayment
shall be: (a) permanent and irrevocable; (b) accompanied by all accrued interest through the date of such prepayment; (c) made without
premium or penalty; and (d) applied on the inverse order of the maturity of the installment thereof unless the Lender and the Borrower
agree to apply such prepayments in some other order.
||Method of Payments.|
payments of principal and interest payable hereunder shall be made in lawful money of the United States, in immediately available funds,
to the Lender at the address specified in or pursuant to this Loan Agreement for notices to the Lender (Section 6.7(b)), on the date on
which such payment shall become due. Any such payment made on such date but after such time shall, if the amount paid bears interest,
and except as expressly provided to the contrary herein, be deemed to have been made on, and interest shall continue to accrue and be
payable thereon until, the next succeeding Business Day. If any payment of principal or interest becomes due on a day other than a Business
Day, such payment may be made on the next succeeding Business Day, and when paid, such payment shall include interest to the day on which
payment is in fact made.
anything to the contrary contained in this Loan Agreement or the Promissory Note, the Borrower shall not be obligated to make any payment,
repayment or prepayment on the Promissory Note if doing so would cause the Borrower to cease to be a tax exempt trust under section 501(a)
of the Code or if such act or failure to act would cause the Borrower to engage in any “prohibited transaction” as such term
is defined in the section 4975(c) of the Code and the regulations promulgated thereunder which is not exempted by section 4975(c)(2) or
(d) of the Code and the regulations promulgated thereunder or in section 406 of ERISA and the regulations promulgated thereunder which
is not exempted by section 408(b) of ERISA and the regulations promulgated thereunder; provided, however, that in each case, the Borrower,
may act or refrain from acting pursuant to this section 2.6(b) on the basis of an opinion of counsel, and any opinion of such counsel.
The Borrower may consult with counsel, and any opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel. Nothing contained
in this section 2.6(b) shall be construed as imposing a duty on the Borrower to consult with counsel. Any obligation of the Borrower to
make any payment, repayment or prepayment on the Promissory Note or refrain from taking any other act hereunder or under the Promissory
Note which is excused pursuant to this section 2.6(b) shall be considered a binding obligation of the Borrower, or both, as the case may
be, for the purposes of determining whether a Default or Event of Default has occurred hereunder or under the Promissory Note and nothing
in this section 2.6(b) shall be construed as providing a defense to any remedies otherwise available upon a Default or an Event of Default
hereunder (other than the remedy of specific performance).
||Use of Proceeds of Loan.|
The entire proceeds of the Loan shall be used solely
for acquiring shares of Common Stock, and for no other purpose whatsoever.
order to secure the due payment and performance by the Borrower of all of its obligations under this Loan Agreement, simultaneously with
the execution and delivery of this Loan Agreement by the Borrower, the Borrower shall:
|(i)||pledge to the Lender as Collateral (as defined in the Pledge Agreement), and grant to the Lender a first
priority lien on and security interest in, the Common Stock purchased with the Principal Amount, by the execution and delivery to the
lender of the Pledge Agreement attached hereto as an exhibit; and|
|(ii)||execute and deliver, or cause to be executed and delivered, such other agreement, instruments and documents
as the Lender may reasonably require in order to effect the purposes of the Pledge Agreement and this Loan Agreement.|
Lender shall release from encumbrance under the Pledge Agreement and transfer to the Borrower, as of the date on which any payment or
repayment of the Principal Amount is made, a number of shares of Common Stock held as Collateral determined pursuant to the applicable
provisions of the ESOP.
||Registration of the Promissory Note.|
Lender shall maintain a Register providing for the registration of the Principal Amount and any stated interest and of transfer and
exchange of the Promissory Note. Transfer of the Promissory Note may be effected only by the surrender of the old instrument and
either the reissuance by the Borrower of the old instrument to the new holder or the issuance by the Borrower of a new instrument to
the new holder. The old Promissory Note so surrendered shall be canceled by the Lender and returned to the Borrower after such
new Promissory Note issued pursuant to section 2.9(a) shall carry the same rights to interest (unpaid and to accrue) carried by the Promissory
Note so transferred or exchanged so that there will not be any loss or gain of interest on the note surrender. Such new Promissory Note
shall be subject to all of the provisions and entitled to all of the benefits of this Agreement. Prior to due presentment for registration
or transfer, the Borrower may deem and treat the registered holder of any Promissory Note as the holder thereof for purposes of payment
and other purposes. A notation shall be made on each new Promissory Note of the amount of all payments of principal and interest theretofore
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to
the Lender as follows:
||Power, Authority, Consents.|
The Borrower has the power to execute, deliver
and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and
proper corporate or other action.
||Due Execution, Validity, Enforceability.|
Each of the Loan Documents, including, without
limitation, this Loan Agreement, the Promissory Note and the Pledge Agreement, has been duly executed and delivered by the Borrower; and
each constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms.
||Properties, Priority of Liens.|
The liens which have been created and granted by
the Pledge Agreement constitute valid, first liens on the properties and assets covered by the Pledge Agreement, subject to no prior or
||No Defaults, Compliance with Laws.|
The Borrower is not in default in any material
respect under any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a party or by which
it is bound, or any other agreement or other instrument by which any of the properties or assets owned by it is materially affected.
||Purchase of Common Stock.|
Upon consummation of any purchase of Common
Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire valid, legal and marketable title to all of the
Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant
to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of any obligation thereunder
violates any provisions of law or conflicts with or results in a breach of or creates (with or without the giving of notice of lapse
of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is
affected. No consent of any federal, state, or local governmental authority, agency, or other regulatory body, the absence of which
could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the
execution, delivery, or performance of the Loan Documents and the transaction contemplated therein or in connection therewith,
including without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan
The ESOP provides that the ESOP sponsor may make
contributions to the ESOP in an amount necessary to enable the Trustee to amortize the Loan in accordance with the terms of the Promissory
Note; provided, however, that no such contributions shall be required if they would adversely affect the qualification of the ESOP under
section 401(a) of the Code.
The trustee of the ESOP has been duly appointed
by the ESOP sponsor.
||Compliance with Laws; Actions.|
Neither the execution and delivery by the Borrower
of this Loan Agreement or any instruments required thereby, nor compliance with the terms and provisions of any such documents by the
lender, constitutes a violation of any provision of any law or any regulation, order, writ, injunction or decree of any court or governmental
instrumentality, or an event of default under any agreement, to which the Borrower is a party, to which the Borrower is bound or to which
the Borrower is subject, which violation or event of default would have a material adverse effect on the Borrower. There is no action
or proceeding pending or threatened against either the ESOP or the Borrower before any court or administrative agency.
REPRESENTATIONS AND WARRANTIES OF THE LENDER
The Lender hereby represents and warrants to the
Borrower as follows:
||Power, Authority, Consents.|
The Lender has the power to execute, deliver and
perform this Loan Agreement, the Pledge Agreement and all documents executed by the Lender in connection with the Loan, all of which have
been duly authorized by all necessary and proper corporate or other action. No consent, authorization or approval or other action by any
governmental authority or regulatory body, and no notice by the Lender to, or filing by the Lender with, any governmental authority or
regulatory body is required for the due execution, delivery and performance of this Loan Agreement.
||Due Execution, Validity, Enforceability.|
This Loan Agreement and the Pledge Agreement have
been duly executed and delivered by the Lender, and each constitutes a valid and legally binding obligation of the Lender, enforceable
in accordance with its terms.
EVENTS OF DEFAULT
||Events of Default under Loan Agreement.|
Each of the following events shall constitute an
“Event of Default” hereunder:
to make any payment or mandatory prepayment of principal of the Promissory Note when due, or failure to make any payment of interest on
the Promissory Note not later than five (5) Business Days after the date when due.
by the Borrower to perform or observe any term, condition or covenant of this Loan Agreement or of any of the other Loan Documents, including,
without limitation, the Promissory Note and the Pledge Agreement.
representation or warranty made in writing to the Lender in any of the Loan Documents, or any certificate, statement or report made or
delivered in compliance with this Loan Agreement, shall have been false or misleading in any material respect when made or delivered.
||Lender’s Rights upon Event of Default.|
If an Event of Default under this Loan Agreement
shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than: (a) contributions (other than contributions
of Common Stock) that are made by the ESOP sponsor to enable the Borrower to meet its obligations pursuant to this Loan Agreement and
earnings attributable to the investment of such contributions and (b) “Eligible Collateral” (as defined in the Pledge Agreement);
provided, however, that: (i) the value of the Borrower’s assets transferred to the Lender following an Event of Default in satisfaction
of the due and unpaid amount of the Loan shall not exceed the amount in default; (ii) the Borrower’s assets shall be transferred
to the Lender following an Event of Default only to the extent of the failure of the Borrower to meet the payment schedule of the Loan;
and (iii) all rights of the Lender to the Common Stock purchased with the proceeds of the Loan covered by the Pledge Agreement following
an Event of Default shall be governed by the terms of the Pledge Agreement.
All payments hereunder and under the Promissory
Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not
be less than the amounts otherwise specified to be paid under this Loan Agreement and the Promissory Note, subject to any applicable
tax withholding requirements. Upon payment in full of the Promissory Note, the Lender shall xxxx such Promissory Note “Paid”
and return it to the Borrower.
All agreements, representations and warranties
made herein shall survive the delivery of this Loan Agreement and the Promissory Note.
||Modifications, Consents and Waivers; Entire Agreement.|
No modification, amendment or waiver of or with
respect to any provision of this Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the other Loan Documents, nor consent
to any departure from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed
by the party against whom enforcement thereof is sought. Any such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No consent to or demand on a party in any case shall, of itself, entitle it to any other or further notice
or demand in similar or other circumstances. This Loan Agreement embodies the entire agreement and understanding between the Lender and
the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.
Each and every right granted to the Lender hereunder
or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may
be exercised from time to time. No failure on the part of the Lender or the holder of the Promissory Note to exercise, and no delay in
exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future
exercise thereof or the exercise of any other right. The due payment and performance of the obligations under the Loan Documents shall
be without regard to any counterclaim, right of offset or any other claim whatsoever which the Borrower may have against the Lender and
without regard to any other obligation of any nature whatsoever which the Lender may have to the Borrower, and no such counterclaim or
offset shall be asserted by the Borrower in any action, suit or proceeding instituted by the Lender for payment or performance of such
||Further Assurances; Compliance with Covenants.|
At any time and from time to time, upon the request
of the Lender, the Borrower shall execute, deliver and acknowledge or cause to be executed, delivered and acknowledged, such further documents
and instruments and do such other acts and things as the Lender may reasonably request in order to fully effect the terms of this Loan
Agreement, the Promissory Note, the Pledge Agreement, the other Loan Documents and any other agreements, instruments and documents delivered
pursuant hereto or in connection with the Loan.
Except as otherwise specifically provided for herein,
all notice, requests, reports and other communications pursuant to this Loan Agreement shall be in writing, either by letter (delivered
by hand or commercial messenger service or sent by registered or certified mail, return receipt requested, except for routine reports
delivered in compliance with Article VI hereof which may be sent by ordinary first-class mail) or telex or telecopier addressed as follows:
NorthEast Community Bank Employee Stock Ownership Plan, as
amended and restated
NorthEast Community Bancorp, Inc.
Any notice, request or communication hereunder shall be deemed to have
been given on the day on which it is delivered by hand or by commercial messenger service, or sent by telex or telecopier, to such party
at its address specified above, or, if sent by mail, on the third Business Day after the day deposited in the mail, postage prepaid, addressed
as aforesaid. Any party may change the person or address to whom or which notices are to be given hereunder, by notice duly given hereunder;
provided, however, that any such notice shall be deemed to have been given only when actually received by the party to whom it is addressed.
This Loan Agreement may be signed in any number
of counterparts which, when taken together, shall constitute one and the same document.
||Construction; Governing Law.|
The headings used in the table of contents and
in this Loan Agreement are for convenience only and shall not be deemed to constitute a part hereof. All uses herein of any gender or
of singular or plural terms shall be deemed to include uses of the other genders or plural or singular terms, as the context may require.
All references in this Loan Agreement of an Article or section shall be to an Article or section of this Loan Agreement, unless otherwise
specified. This Loan Agreement, the Promissory Note, the Pledge Agreement and the other Loan Documents shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
Wherever possible, each provision of this Loan
Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however, the provisions of this Loan
Agreement are severable, and if any clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not
in any manner affect such clause or provision in any other jurisdiction, or any other clause or provisions in this Loan Agreement in any
jurisdiction. Each of the covenants, agreements and conditions contained in this Loan Agreement are independent, and compliance by a party
with any of them shall not excuse non-compliance by such party with any other. The Borrower shall not take any action the effect of which
shall constitute a breach or violation of any provision of this Loan Agreement.
||Binding Effect: No Assignment or Delegation.|
This Loan Agreement shall be binding upon and inure
to the benefit of the Borrower and its successors and the Lender and its successors and assigns. The rights and obligations of the Borrower
under this Agreement shall not be assigned or delegated without the prior written consent of the Lender, and any purported assignment
or delegation without such consent shall be void.
IN WITNESS WHEREOF, the parties have caused this
Loan Agreement to be executed as of the date first written above.
||NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST |
||NORTHEAST COMMUNITY BANCORP, INC.|
||Xxxxxxx X. Xxxxxxxx|
||Chairman and Chief Executive Officer|
THIS PLEDGE AGREEMENT (“Pledge Agreement”)
is made as of the _____ day of ___________, 202__ by and between the NORTHEAST COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST
(“Pledgor”), and NORTHEAST COMMUNITY BANCORP, INC. (“Pledgee”).
W I T N E S S E T H
WHEREAS, this Pledge Agreement is being
executed and delivered to the Pledgee pursuant to the terms of a Loan Agreement (“Loan Agreement”), by and between the Pledgor
and the Pledgee;
NOW, THEREFORE, in consideration of the
mutual agreements contained herein and in the Loan Agreement, the parties hereto do hereby covenant and agree as follows:
Section 1. Definitions. The following
definitions shall apply for purposes of this Pledge Agreement, except to the extent that a different meaning is plainly indicated by the
context; all capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Loan Agreement:
Collateral shall mean the Pledged
Shares and, subject to section 5 hereof, and to the extent permitted by applicable law, all rights with respect thereto, and all proceeds
of such Pledged Shares and rights.
ESOP shall mean the NorthEast Community
Bank Employee Stock Ownership Plan, as amended and restated.
Event of Default shall mean an event
so defined in the Loan Agreement.
Liabilities shall mean all the obligations
of the Pledgor to the Pledgee under the Loan Agreement and the Promissory Note entered into on ________________, 202__and any amendments
Pledged Shares shall mean all the
Shares of Common Stock of the Pledgee purchased by the Pledgor with the proceeds of the loan made by the Pledgee to the Pledgor pursuant
to the Loan Agreement, but excluding any such shares previously released pursuant to section 4.
Section 2. Pledge. To secure the
payment of and performance of all the Liabilities, the Pledgor hereby pledges to the Pledgee, and grants to the Pledgee, a security interest
in, and lien upon, the Collateral.
Section 3. Representations and Warranties
of the Pledgor. The Pledgor represents, warrants, and covenants to the Pledgee as follows:
execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict
with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor;
Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien
hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the
proceeds thereof is and will continue to be prior to and senior to the rights of all others;
Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;
Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar
documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and
to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge
or otherwise transfer or encumber any of its rights in and to any of the Collateral.
Section 4. Eligible Collateral.
used herein the term “Eligible Collateral” shall mean the amount of Collateral which has an aggregate fair market value equal
to the amount by which the Pledgor is in default or such lesser amount of Collateral as may be required pursuant to section 13 of this
Pledged Shares shall be released from this Pledge Agreement in a manner conforming to the requirements of Treasury Regulations Section
54.4975-7(b)(8), as the same may be from time to time amended or supplemented, and the applicable provisions of the ESOP. Subject to such
Regulations, the Pledgee may from time to time, after any Default or Event of Default, and without prior notice to the Pledgor, transfer
all or any part of the Eligible Collateral in the name of the Pledgee or its nominee, without disclosing that such Eligible Collateral
is subject to any rights of the Pledgor and may from time to time, whether before or after any of the Liabilities shall become due and
payable, without notice to the Pledgor, take all or any of the following actions: (i) notify the parties obligated on any of the Eligible
Collateral to make payment to the Pledgee of any amounts due or due to become due thereunder, (ii) release or exchange all or any part
of the Eligible Collateral, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations
of any nature of any party with respect thereto, and (iii) take control of any proceeds of the Eligible Collateral.
Section 5. Delivery.
otherwise determined by the parties, the Pledgor shall deliver to the Pledgee upon execution of this Pledge Agreement (i) either (A)
certificates for the Pledged Shares, each certificate duly signed in blank by the Pledgor or accompanied by a stock transfer power duly
signed in blank by the Pledgor and each such certificate accompanied by all required documentary or stock transfer tax stamps or (B)
if the Trustee does not yet have possession of the Pledged Shares, an assignment by the Pledgor of all the Pledgor’s rights to
and interest in the Pledged Shares and (ii) an irrevocable proxy, in form and substance satisfactory to the Pledgee, signed by the Pledgor
with respect to the Pledged Shares.
long as no Default or Event of Default shall have occurred and be continuing, (i) the Pledgor shall be entitled to exercise any and all
voting and other rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge
Agreement, and (ii) the Pledgor shall be entitled to receive any and all cash dividends or other distributions paid in respect of the
Section 6. Events of Default.
a Default or Event Default shall be existing, in addition to the rights it may have under the Loan Agreement, the Promissory Note, and
this Pledge Agreement, or by virtue of any other instrument, (i) the Pledgee may exercise, with respect to the Eligible Collateral, from
time to time, any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of
New York or otherwise available to it and (ii) the Pledgee shall have the right, for and in the name, place and stead of the Pledgor,
to execute endorsement, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Eligible
Collateral. Written notification of intended disposition of any of the Eligible Collateral shall be given by the Pledgee to the Pledgor
at least three (3) Business Days before such disposition. No action of the Pledgee hereunder shall impair or affects its rights in and
to the Eligible Collateral. All rights and remedies of the Pledgee expressed hereunder are in addition to all other rights and remedies
possessed by it, including, without limitation, those contained in the documents referred to in the definition of Liabilities in section
any sale of any of the Eligible Collateral after a Default or an Event of Default shall have occurred, the Pledgee is hereby authorized
to comply with any limitation or restriction in connection with such sale as it may be advised by counsel if necessary in order to avoid
violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective
bidders and purchasers or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are
purchasing for their own account
for investment and not with a view to the distribution or resale of
such Eligible Collateral), or in order to obtain such required approval of the sale or of the purchase by any governmental regulatory
authority or official, and the Pledgor further agrees that such compliance shall not result in such sale’s being considered or deemed
not to have been made in a commercially reasonable manner, nor shall the Pledgee be liable or accountable to the Pledgor for any discount
allowed by reason of the fact that such Eligible Collateral is sold in compliance with any such limitation or restriction.
Section 7. Payment in Full. Upon
the payment in full of all outstanding Liabilities, this Pledge Agreement shall terminate and the Pledgee shall forthwith assign, transfer
and deliver to the Pledgor, against receipt and without recourse to the Pledgee, all Collateral then held by the Pledgee pursuant to the
Section 8. No Waiver. No failure
or delay in the part of the Pledgee in exercising any right or remedy hereunder or under any other document which confers or grants any
rights to the Pledgee in respect of the Liabilities shall operate as a waiver thereof nor shall any single or partial exercise of any
such rights or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy of the Pledgee.
Section 9. Binding Effect; No
Assignment or Delegation. This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor, the Pledgee
and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder without the
prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of the Pledgor to
the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity designated by
the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity designated by
Section 10. Governing Law. This Pledge
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements to be performed
wholly within the State of New York.
Section 11. Notices. All notices,
requests, instructions or documents hereunder shall be in writing and delivered personally or sent by United States mail, registered or
certified, return receipt requested, with proper postage prepaid as follows:
(a) If to
NorthEast Community Bank Employee Stock Ownership Plan, as
amended and restated
(b) If to
NorthEast Community Bank Employee Stock Ownership Plan Trust
or at such other address as either of the parties may designate by
written notice to the other party. If delivered personally, the date on which a notice, request, instruction or document is delivered
shall be the date on which such delivery is made, and, if delivered by mail, the date on which such notice, request, instruction, or document
is deposited in the mail shall be the date of delivery. Each notice, request, instruction or document shall bear the date on which it
Section 12. Interpretation. Wherever
possible each provision of this Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision herein shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.
Section 13. Construction. All provisions
hereof shall be construed so as to maintain (a) that the ESOP is a qualified leveraged employee stock ownership plan under section
401(a) and 4975(e)(7) of the Internal Revenue Code of 1986 (the “Code”), (b) the Trust as exempt from taxation under section
501(a) of the Code and (c) the Trust Loan as an exempt loan under section 54.4975-7(b) of the Treasury Regulations and as described in
Department of Labor Regulation section 2550.408b-3.
IN WITNESS WHEREOF, this Pledge Agreement has been
duly executed by the parties hereto as of the day and year first above written.
||NORTHEAST COMMUNITY BANK|
||EMPLOYEE STOCK OWNERSHIP PLAN TRUST|
||, as Trustee|
||NORTHEAST COMMUNITY BANCORP, INC.|
||Xxxxxxx X. Xxxxxxxx|
||Chairman and Chief Executive Officer|
FOR VALUE RECEIVED, the undersigned, NORTHEAST
COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the “Borrower”), hereby promises to pay to the order of NORTHEAST
COMMUNITY BANCORP, INC. (the “Lender”) an amount equal to the greater of (i) _________________________ or (ii) the
aggregate amount paid by the Borrower to purchase up to ____________________________ shares of Common Stock (the “Principal Amount”)
payable in accordance with the Loan Agreement made and entered into between the Borrower and the Lender of even date herewith
(the “Loan Agreement”) pursuant to which this Promissory Note is issued on ______________, 202_.
The Principal Amount of this Promissory Note shall
be payable in accordance with the schedule attached hereto (“Schedule I”), which sets for the principal and interest payments
due pursuant to this Promissory Note.
This Promissory Note shall bear interest at the
rate per annum set forth or established under the Loan Agreement, such interest to be payable in accordance with Schedule I.
Anything herein to the contrary notwithstanding,
the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be
required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible under the law or laws
applicable to the Lender limiting rates on interest that may be charged or collected by the Lender. Any such payments on interest that
are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest
interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates
of interest that may be charged or collected by the Lender. Such deferred interest shall not bear interest.
Payments of both principal and interest on this
Promissory Note are to be made at the principal office of the Lender or such other place as the holder hereof shall designate to the Borrower
in writing, in lawful money of the United States of America in immediately available funds.
Failure to make any payments of principal on this
Promissory Note when due, or failure to make any payment of interest on this Promissory Note not later than five (5) Business Days after
the date when due, shall constitute a default hereunder, whereupon the principal amount of accrued interest on this Promissory Note shall
immediately become due and payable in accordance with the terms of the Loan Agreement.
This Promissory Note is secured by a Pledge Agreement
between the Borrower and the Lender of even date herewith and is entitled to the benefits thereof.
||NORTHEAST COMMUNITY BANK|
||EMPLOYEE STOCK OWNERSHIP PLAN TRUST|
||______________________, as Trustee|