Savings institution, federally chartered Sample Contracts

Carver Bancorp IncSTOCK PURCHASE AGREEMENT by and between Carver Bancorp, Inc. and J.P. Morgan Chase Community Development Corporation dated as of February 16, 2021 (February 22nd, 2021)

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of February, 2021, by and between Carver Bancorp, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Chase Community Development Corporation, a Delaware corporation (the “Investor”).

Northfield Bancorp, Inc.Restricted Stock Award Granted by NORTHFIELD BANCORP, INC. under the NORTHFIELD BANCORP, INC. (February 4th, 2021)

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will

Northfield Bancorp, Inc.Northfield Bancorp, Inc. Restricted Stock Unit Agreement (Performance Based Vesting) (February 4th, 2021)

This restricted stock unit agreement (“Restricted Stock Unit” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Unit pursuant to the Plan. The holder of this Restricted Stock Unit (the “Participant”) hereby accepts this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. In the event of a conflict be

Northfield Bancorp, Inc.Northfield Bancorp, Inc. Restricted Stock Unit Agreement (Performance Based Vesting) (February 4th, 2021)

This restricted stock unit agreement (“Restricted Stock Unit” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Unit pursuant to the Plan. The holder of this Restricted Stock Unit (the “Participant”) hereby accepts this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. In the event of a conflict be

Carver Bancorp IncSTOCK PURCHASE AGREEMENT by and between Carver Bancorp, Inc. and Wells Fargo Central Pacific Holdings, Inc. dated as of February 1, 2021 (February 1st, 2021)

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of February, 2021, by and between Carver Bancorp, Inc., a Delaware corporation (the “Company”), and Wells Fargo Central Pacific Holdings, Inc., a Delaware corporation (the “Investor”).

Mid-Southern Bancorp, Inc.Amendment to Executive Employment Agreement (January 28th, 2021)

This is an Amendment (“Amendment”) to the Executive Employment Agreement dated and effective October 1, 2016 between Mid-Southern Savings Bank, FSB (the “Bank”) and Alexander G. Babey (“Executive”), (“Employment Agreement”). This Amendment is effective as of January 1, 2021.

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 27th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 27th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 27th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\STOCK PURCHASE AGREEMENT by and between BROADWAY FINANCIAL CORPORATION and WELLS FARGO CENTRAL PACIFIC HOLDINGS, INC. dated as of November 24, 2020 (January 19th, 2021)

THIS STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of November 24, 2020, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and Wells Fargo Central Pacific Holdings, Inc., a California corporation (the “Investor”, and together with the Company, the “Parties”).

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION STOCK PURCHASE AGREEMENT November 23, 2020 (January 19th, 2021)

THIS STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of November 23, 2020, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (the “Investor”, and together with the Company, the “Parties”)

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION STOCK PURCHASE AGREEMENT November 23, 2020 (January 19th, 2021)

THIS STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of November 23, 2020, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and Banc of America Strategic Investments Corporation, a Delaware corporation (the “Investor”, and together with the Company, the “Parties”)

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 14th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 14th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\BROADWAY FINANCIAL CORPORATION (January 14th, 2021)

Broadway Financial Corporation (“Broadway”) has entered into an Agreement and Plan of Merger with CFBanc Corporation (“CFB”), dated as of August 25, 2020 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as the “Merger Agreement”), pursuant to which CFB will merge with and into Broadway and Broadway Federal Bank, f.s.b. (“Broadway Bank”) will merge with and into CFB’s wholly-owned banking subsidiary, City First Bank of DC, National Association (“CF Bank”). After consultation with legal counsel, Broadway has determined that the transactions provided for in the Merger Agreement will constitute a Change in Control as that term is defined in your existing Employment Agreement with Broadway and Broadway Bank, dated as of May 1, 2017 and amended by Amendment No 1 thereto, dated as of July 1, 2019 (such agreement as amended or supplemented from time to time being referred to in this letter agreement as “your Employment Agreement”). Terms u

Broadway Financial Corp \De\AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (January 14th, 2021)

MERGER (“Agreement”) is made and entered into as of January 14, 2021, by and among Broadway Financial Corporation, a Delaware corporation (“BYFC”) and CFBanc Corporation, a District of Columbia corporation (“CFB”).

Farmers & Merchants Bancorp IncAgreement and Plan of Reorganization and Merger between Farmers & Merchants Bancorp, Inc. and Ossian Financial Services, Inc. dated December 21, 2020. (December 21st, 2020)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Agreement”), is entered as of the 21st day of December, 2020, by and between FARMERS & MERCHANTS BANCORP, INC., an Ohio corporation (“F&M”) and OSSIAN FINANCIAL SERVICES, INC., an Indiana corporation (“OFSI”).

Farmers & Merchants Bancorp IncVoting Agreement dated December 21, 2020 by and among Farmers & Merchants Bancorp, Inc. and the Individual Members of the Board of Directors of Ossian Financial Services, Inc. (December 21st, 2020)

THIS VOTING AGREEMENT (this “Agreement”) is entered into this 21st day of December, 2020, by and among FARMERS & MERCHANTS BANCORP, INC., an Ohio corporation (“F&M”), and the undersigned shareholders (each, a “Shareholder”, and collectively, the “Shareholders”) of OSSIAN FINANCIAL SERVICES, INC., an Indiana corporation (“OFSI”).

HSBC Holdings PLCHSBC HOLDINGS PLC, as Issuer THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent NINTH SUPPLEMENTAL INDENTURE Dated as of December 17, 2020 To the Contingent ... (December 17th, 2020)

NINTH SUPPLEMENTAL INDENTURE, dated as of December 17, 2020 (this “Supplemental Indenture”) among HSBC HOLDINGS PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 8 Canada Square, London E14 5HQ, England, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as trustee (the “Trustee”), having its principal corporate trust office located at 101 Barclay Street, Floor 7-East, New York, New York 10286, and its Corporate Trust Office at One Canada Square, London E14 5AL, and HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent (each as defined herein) (the “Agent”), having its principal office at 452 Fifth Avenue, 8E6, New York, New York 10018, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of August 1, 2014 among the Company, the Trustee and the Registrar and Paying Agent, as amended and supplemented from time to time (the “Base Ind

First Savings Financial Group, Inc.EMPLOYMENT AGREEMENT (December 17th, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of October 1, 2020 (the “Effective Date”), by and between JACQUELINE R. JOURNELL (the “Executive”), FIRST SAVINGS FINANCIAL GROUP, INC. (the “Corporation”), and FIRST SAVINGS BANK (the “Bank”), a state-chartered commercial bank and wholly-owned subsidiary of the Corporation.

Codorus Valley Bancorp IncSUBORDINATED NOTE PURCHASE AGREEMENT (December 10th, 2020)

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 9, 2020, and is made by and among Codorus Valley Bancorp, Inc. (“Company”), and each of the noteholders named on Schedule I hereto (each a “Noteholder” and together, the “Noteholders”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 1 hereof.

HSBC Holdings PLCHSBC HOLDINGS PLC, as Issuer THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent NINETEENTH SUPPLEMENTAL INDENTURE Dated as of November 24, 2020 To the Senior ... (November 24th, 2020)

NINETEENTH SUPPLEMENTAL INDENTURE, dated as of November 24, 2020 (this “Supplemental Indenture”), by and among HSBC Holdings plc, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 8 Canada Square, London E14 5HQ, England, The Bank of New York Mellon, London Branch, a New York banking corporation, as trustee (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 7-East, New York, New York 10286, and HSBC Bank USA, National Association, as Paying Agent, Registrar and Calculation Agent (together, the “Agent”), having its principal office at 452 Fifth Avenue, New York, New York 10018.

Carver Bancorp IncStock Option (November 19th, 2020)

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Carver Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

Carver Bancorp IncRestricted Stock Award Agreement (November 19th, 2020)

This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is subject to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Carver Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Company's Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will includ

Carver Bancorp IncStock Option (November 19th, 2020)

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Carver Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

Community First Bancshares, Inc.Up to 3,220,000 Shares (Subject to increase up to 3,703,000 in shares the event of an increase in the pro forma market value of the Company’s Common Stock) AFFINITY BANCSHARES, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY ... (November 16th, 2020)
Sterling Bancorp, Inc.EMPLOYMENT AGREEMENT (October 6th, 2020)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 1, 2017 , between STERLING BANK AND TRUST, F.S.B., (the “Bank”), and its affiliated entities (collectively, the “Employer”) with their principal offices located at One Towne Square, 19th Floor, Southfield, MI 48076 and Peter Sinatra, who resides at (the “Executive”).

Sterling Bancorp, Inc.INDEMNIFICATION AGREEMENT (October 6th, 2020)

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is executed as of the 24th day of July , 2008, by Sterling Bancorp, Inc., a Michigan corporation (the “Company”), and Gary S. Judd, an individual (the “Indemnitee”).

Sterling Bancorp, Inc.STERLING BANCORP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (October 6th, 2020)

NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) dated as of June 5, 2020, (the “Date of Grant”), between STERLING BANCORP, INC. (the “Company”) and THOMAS M. O’BRIEN (the “Grantee”).

Sterling Bancorp, Inc.STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLAN (October 6th, 2020)

THIS AMENDED & RESTATED EXECUTIVE CENTIVE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May , 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Thomas Lopp (the “Executive”), and is effective as of the 1st day of January, 2007.

Sterling Bancorp, Inc.STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLAN (October 6th, 2020)

THIS EXECUTIVE INCENTIVE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May, 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Steve Huber (the “Executive”), and is effective as of the 1st day of January, 2007.

Sterling Bancorp, Inc.STERLING BANK & TRUST, FSB EXECUTIVE INCENTIVE RETIREMENT PLAN (October 6th, 2020)

THIS AMENDED & RESTATED EXECUTIV ,WNCENT VE RETIREMENT PLAN (the “Agreement”) is adopted this 8th day of May, 2007, by and between Sterling Bank & Trust, Fsb, headquartered in Southfield, Michigan, (the “Company”) and Michael Montemayor (the “Executive”), and is effective as of the 1st day of January, 2007.

E Trade Financial CorpAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF E*TRADE FINANCIAL, LLC October 2, 2020 (October 2nd, 2020)

This Limited Liability Company Agreement (this “Agreement”) of E*TRADE Financial, LLC, a Delaware limited liability company (the “Company”), is entered into by Morgan Stanley, a Delaware corporation, as the sole member of the Company (the “Member”).

E Trade Financial CorpMoon-Eagle Merger Sub II, LLC, Moon-Eagle Co-Obligor, Inc., E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. Fourth Supplemental Indenture Dated as of October 2, 2020 to Indenture dated as of August 24, 2017 between ... (October 2nd, 2020)

FOURTH SUPPLEMENTAL INDENTURE, dated as of October 2, 2020 (this “Supplemental Indenture”), among Moon-Eagle Merger Sub II, LLC, a Delaware limited liability company (the “Successor Company”), Moon-Eagle Co-Obligor, Inc., a Delaware corporation (the “Co-Obligor”), E*TRADE Financial Corporation (the “Predecessor Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the Indenture, dated as of August 24, 2017 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Indenture”), by and between the Predecessor Company and the Trustee.

Waterstone Financial, Inc.Non-Qualified Stock Option (October 1st, 2020)

This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all prese