Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except as Previously Disclosed, neither PBB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB or any of its Subsidiaries to indemnification from PBB or any of its Subsidiaries, (C) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 per annum, (D) which is with or to a labor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (F) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business of PBB or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (I) which provides for the payment by PBB or any of its Subsidiaries of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB or any of its Subsidiaries or limits the freedom of PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB 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 has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits PBB 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”).

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of SCB’s Disclosure Schedule, neither PBB SCB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB SCB or any of its Subsidiaries to indemnification from PBB SCB or any of its Subsidiaries, (C) which provides for the payment by SCB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving SCB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 per annum, (DF) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB SCB or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (I) which provides for the payment by PBB or any of its Subsidiaries of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB or any of its Subsidiaries or limits the freedom of PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB 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 has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by SCB or any of its Subsidiaries, (N) which materially restricts the conduct of any business by SCB or any of its Subsidiaries or limits the freedom of SCB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires SCB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits PBB SCB or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of SCB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of SCB’s and Security Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of Plaza’s Disclosure Schedule, neither PBB Plaza nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB Plaza or any of its Subsidiaries to indemnification from PBB Plaza or any of its Subsidiaries, (C) which provides for the payment by Plaza or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Plaza or any of its Subsidiaries, including but not limited to, the Transaction or which includes a non-compete provision, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 per annum, (DF) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB Plaza or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 300,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (I) which provides for the payment by PBB or any of its Subsidiaries of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB or any of its Subsidiaries or limits the freedom of PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB 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 has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by Plaza or any of its Subsidiaries, (N) which materially restricts the conduct of any business by Plaza or any of its Subsidiaries or limits the freedom of Plaza or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires Plaza or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits PBB Plaza 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”).any

Material Contracts; Defaults. (i) Except as Previously Disclosed, neither PBB CWBC nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB CWBC or any of its Subsidiaries to indemnification from PBB or any of its SubsidiariesCWBC, (C) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $50,000 100,000 per annum, (D) which is with or to a labor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (F) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or business of PBB CWBC or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 or more in all such casesthe 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, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $50,000 100,000 or more in annual fees, (I) which provides for the payment by PBB CWBC or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB CWBC or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB CWBC or any of its Subsidiaries or limits the freedom of PBB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB CWBC or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB CWBC or any of its Subsidiaries to offer specified products or services to xxx BN 79011068v1 their customers or depositors on a priority or exclusive basis, (L) which that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a partnership given product or service from a given third party, or obligates CWBC or any of its Subsidiaries 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, joint venture or similar contract, agreement or arrangement, ; (MO) containing any standstill or similar provision pursuant to which relates one Person has agreed not to the settlement acquire assets or other resolution securities of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, another Person; (NP) which is with respect to, or otherwise commits PBB CWBC or any of its Subsidiaries to do, any of the foregoing, or (OQ) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “CWBC Material Contracts”).

Material Contracts; Defaults. (i) Except for documents filed and listed as Previously Disclosedexhibits to CFC’s Securities Documents and as listed and described in Section 5.03(k)(i) of CFC’s Disclosure Schedule, neither PBB CFC nor any of its Subsidiaries is a party to, bound by or subject to any contract, agreement, contractcommitment, arrangement, commitment understanding or understanding arrangement (whether written or oral) ): (A) with respect to the employment of any of its directors, officers, employees employees, independent contractors or consultants, ; (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB CFC or any of its Subsidiaries to indemnification from PBB CFC or any of its Subsidiaries; (C) which provides for the payment by CFC or any of its Subsidiaries of payments upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving CFC or any of its Subsidiaries, (C) which is an agreement (including data processingbut not limited to, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 per annum, Merger; (D) which is with or would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to a labor union or guild (including any collective bargaining agreement), be performed after the date of this Agreement; (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (F) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business of PBB or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract agreement (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 not terminable on thirty (30) days or more in annual fees, less notice; (I) which provides for the payment by PBB or any of its Subsidiaries of payments upon a change of control thereof, (JF) which is a lease for any real or material personal property owned or presently used by PBB CFC or any of its Subsidiaries, ; (KG) which materially (1) restricts the conduct of any their respective business by PBB or any of its Subsidiaries or limits the freedom of PBB CFC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB CFC or any of its Subsidiaries after consummation of the transactions contemplated herebyMerger), (2) restricts the ability of CFC or which any of its Subsidiaries to disclose any confidential information, trade secrets or proprietary information belonging to or provided by another Person, (3) restricts the ability of CFC or any of its Subsidiaries to solicit or hire any Person, or (4) requires exclusive referrals of business or requires PBB CFC or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis; (H) which relates to or evidences third-party indebtedness for borrowed money of such Person; (I) which has the effect of providing that the consummation of the Transaction or the execution, delivery or effectiveness of this Agreement and the Bank Merger Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such contract, agreement, commitment, understanding or arrangement or give rise under such contract, agreement, commitment, understanding or arrangement to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancellation or material acceleration, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of CFC or any of its Subsidiaries, or to any increased, accelerated or additional material rights or material entitlements of any Person; (J) which relates to the settlement or other resolution of any legal proceeding that has any continuing obligations, liabilities or restrictions; (K) which relates to the disposition or acquisition by CFC or any of its Subsidiaries, with obligations to third parties remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets; (L) which relates to a partnership or joint venture or similar arrangement, ; (M) which relates to the settlement involves capital expenditures by CFC or other resolution any of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, its Subsidiaries; (N) which is with respect to, or otherwise commits PBB relates to licenses of Intellectual Property (whether CFC or any of its Subsidiaries is the licensor or licensee thereunder) material to do, any of the foregoing, or its respective business; (O) which is a involves an “earn-out” agreement or similar arrangement; (P) which relates to future disposition or acquisition of any business enterprise or any interest in any business enterprise; or (Q) which are otherwise material contract to the business of CFC or any of its Subsidiaries (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of CFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of CFC’s and Cascade Bank’s (as applicable) execution, delivery or performance of this Agreement and Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to Opus as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosed, neither PBB CVCY nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB CVCY or any of its Subsidiaries to indemnification from PBB or any of its SubsidiariesCVCY, (C) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $50,000 100,000 per annum, (D) which is with or to a labor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as lii BN 79011068v1 borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (F) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or business of PBB CVCY or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 or more in all such casesthe 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, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $50,000 100,000 or more in annual fees, (I) which provides for the payment by PBB CVCY or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB CVCY or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB CVCY or any of its Subsidiaries or limits the freedom of PBB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB CVCY or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB CVCY or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a partnership given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement, ; (MO) containing any standstill or similar provision pursuant to which relates one Person has agreed not to the settlement acquire assets or other resolution securities of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, another Person; (NP) which is with respect to, or otherwise commits PBB CVCY or any of its Subsidiaries to do, any of the foregoing, or (OQ) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “CVCY Material Contracts”).

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of HEOP’s Disclosure Schedule, neither PBB HEOP nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB HEOP or any of its Subsidiaries to indemnification from PBB HEOP or any of its Subsidiaries, (C) which provides for the payment by HEOP or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving HEOP or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 150,000 per annum, (DF) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB HEOP or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 300,000 or more in any single case or $100,000 750,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 150,000 or more in annual fees, (IK) which provides for relates to the payment by PBB settlement or other resolution of any legal proceeding in an amount in excess of its Subsidiaries of payments upon a change of control thereof$150,000 and that has any continuing obligations, liabilities or restrictions, (JL) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by PBB HEOP or any of its Subsidiaries, (KN) which materially restricts the conduct of any business by PBB HEOP or any of its Subsidiaries or limits the freedom of PBB HEOP or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Corporation or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB HEOP or any of its Subsidiaries to offer specified products or services to their its customers or depositors on a priority or exclusive basis, or (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 has any continuing obligations, liabilities or restrictions, (NO) which is with respect to, or otherwise commits PBB HEOP or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of HEOP’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of HEOP’s and Heritage Oaks Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of Seller’s Disclosure Schedule, neither PBB Seller nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $300,000 per annum per individual with respect to an independent contractor or consultant and $100,000 per annum per any other individual, (B) which to Seller’s Knowledge, would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB Seller or any of its Subsidiaries to indemnification from PBB Seller or any of its Subsidiaries, or which to Seller’s Knowledge, would require Seller or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director or Senior Officer of Seller to compete against Seller or any of its Subsidiaries, (C) which provides for the payment by Seller or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Seller or any of its Subsidiaries, including but not limited to, the Transaction, (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 calendar days or less notice and involving that provides for the payment or value of more than $50,000 100,000 per annum, (DE) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (EF) which relates to the incurrence of indebtedness for borrowed money or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, and the provision of other banking products or similar obligation, in each case, services to customers in the ordinary course of businessbusiness consistent with past practice), (FG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB Seller or any of its Subsidiaries, (GH) which is executory and involves the purchase or sale of assets with a purchase price of $50,000 300,000 or more in any single case or $100,000 1,000,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practicepractice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (HI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves that provides for the payment of $50,000 100,000 or more in annual fees, (IJ) which provides for relates to the payment by PBB settlement or other resolution of any legal proceeding in an amount in excess of $300,000 individually or $600,000 in the aggregate and that has any continuing obligations, liabilities or restrictions other than customary confidentiality restrictions, (K) which relates to a partnership or joint venture or similar arrangement, (L) which is an agreement pursuant to which Seller or any of its Subsidiaries of payments upon is a change of control thereoflessor, lessee, sublessor, sublessee or otherwise leases, occupies or uses any real property, (JM) which is comprises a lease for any real non-competition contract or material personal property owned or presently used by PBB or any of its Subsidiaries, (K) which other contract that materially restricts the conduct of any business by PBB Seller or any of its Subsidiaries or limits the freedom of PBB Seller or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Bank or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB Seller or any of its Subsidiaries to offer specified products or services to their its 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 has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits PBB Seller or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). True, correct and complete copies of all such Material Contracts have been made available to Purchaser Parent as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosed, neither PBB CWBC nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB CWBC or any of its Subsidiaries to indemnification from PBB or any of its SubsidiariesCWBC, (C) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $50,000 100,000 per annum, (D) which is with or to a labor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (F) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or business of PBB CWBC or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 or more in all such casesthe 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, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $50,000 100,000 or more in annual fees, (I) which provides for the payment by PBB CWBC or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB CWBC or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB CWBC or any of its Subsidiaries or limits the freedom of PBB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB CWBC or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB CWBC or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a partnership given product or service from a given third party, or obligates CWBC or any of its Subsidiaries 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, joint venture or similar contract, agreement or arrangement, ; (MO) containing any standstill or similar provision pursuant to which relates one Person has agreed not to the settlement acquire assets or other resolution securities of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, another Person; (NP) which is with respect to, or otherwise commits PBB CWBC or any of its Subsidiaries to do, any of the foregoing, or (OQ) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “CWBC Material Contracts”).

Material Contracts; Defaults. (i) Except for documents listed as exhibits to First Mutual’s Securities Documents or as Previously Disclosed, neither PBB First Mutual nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB First Mutual or any of its Subsidiaries to indemnification from PBB First Mutual or any of its Subsidiaries, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 20,000 per annum, (DE) which is with or to a labor union or guild (including any collective bargaining agreement), (EF) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB First Mutual or any of its Subsidiaries, (GH) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (HI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $50,000 20,000 or more in annual feesfees (other than any such agreement, license or contract listed in Section 5.03(k)(i)(I) of First Mutual’s Disclosure Schedule), (IJ) which provides for the payment by PBB First Mutual or any of its Subsidiaries of payments upon a change of control thereofthereof other than as set forth in Section 5.03(k)(i)(J) of First Mutual’s Disclosure Schedule, (JK) which is a lease for any real or material personal property owned or presently used by PBB First Mutual or any of its Subsidiaries, (KL) which materially restricts the conduct of any business by PBB First Mutual or by any of its Subsidiaries or limits the freedom of PBB First Mutual or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Corporation or any of its Subsidiaries affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB First Mutual 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 has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits PBB First Mutual or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). First Mutual has Previously Disclosed and made available to Washington Federal true and correct copies of each such Material Contract.

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of Valley’s Disclosure Schedule, neither PBB Valley nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) ): (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annum; (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB Valley or any of its Subsidiaries to indemnification from PBB Valley or any of its Subsidiaries; (C) which provides for the payment by Valley or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Valley or any of its Subsidiaries, including but not limited to, the Transaction; (CD) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 sixty (60) days or less notice and involving the payment or value of more than $50,000 100,000 per annum; (F) that may not be cancelled by TriCo, Valley or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (Dassuming it is terminated on the Closing Date); (G) which is with or to a labor union or guild (including any collective bargaining agreement), ; (EH) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), ; (FI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB Valley or any of its Subsidiaries, ; (GJ) which involves the purchase or sale of assets with a purchase price of $50,000 75,000 or more in any single case or $100,000 200,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, ; (HK) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 100,000 or more in annual fees, ; (IL) which provides relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions; (M) providing for the payment indemnification by PBB Valley or any of its Subsidiaries of payments upon any Person, except for a change non-material agreement or contract entered into in the ordinary course of control thereof, business; (JN) which relates to a partnership or joint venture or similar arrangement; (O) which is a lease for any real or material personal property owned or presently used by PBB Valley or any of its Subsidiaries, ; (KP) which materially restricts the conduct of any business by PBB Valley or any of its Subsidiaries or limits the freedom of PBB Valley or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Corporation or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB Valley or any of its Subsidiaries to offer specified products or services to their its customers or depositors on a priority or exclusive basis, ; (LQ) which relates to a partnership or joint venture or similar arrangement, (M) which relates relating to the settlement acquisition or other resolution disposition of any legal proceeding business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in an amount in excess the ordinary course of $50,000 and that has business); (R) to which any continuing obligationsofficer, liabilities director of Valley or restrictionsValley Bank, or any holder of five percent (N5.0%) or more of the outstanding Valley Common Stock, or any of their immediate family members or Affiliates, is a party; or (S) which is with respect to, or otherwise commits PBB Valley or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of Valley’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of Valley’s and Valley Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k) of IDPK’s Disclosure Schedule, neither PBB IDPK nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB IDPK or any of its Subsidiaries to indemnification from PBB IDPK or any of its Subsidiaries, (C) which provides for the payment by IDPK or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving IDPK or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 25,000 per annum, (DF) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB IDPK or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 25,000 or more in annual fees, (IK) which provides for relates to the payment by PBB settlement or other resolution of any legal proceeding in an amount in excess of its Subsidiaries of payments upon a change of control thereof$25,000 and that has any continuing obligations, liabilities or restrictions, (JL) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by PBB IDPK or any of its Subsidiaries, (KN) which materially restricts the conduct of any business by PBB IDPK or any of its Subsidiaries or limits the freedom of PBB IDPK or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Bank or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB IDPK or any of its Subsidiaries to offer specified products or services to their its customers or depositors on a priority or exclusive basis, or (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 has any continuing obligations, liabilities or restrictions, (NO) which is with respect to, or otherwise commits PBB or any of its Subsidiaries IDPK to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of IDPK’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of IDPK’s execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, neither PBB DELTA nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB DELTA or any of its Subsidiaries to indemnification from PBB DELTA or any of its Subsidiaries, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 3,000 per annum, (DF) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB DELTA or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 5,000 or more in any single case or $100,000 30,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 5,000 or more in annual fees, (IK) which provides for relates to the payment by PBB settlement or other resolution of any legal proceeding in an amount in excess of its Subsidiaries of payments upon a change of control thereof$5,000 and that has any continuing obligations, liabilities or restrictions, (JL) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by PBB DELTA or any of its Subsidiaries, (KN) which materially restricts the conduct of any business by PBB DELTA or any of its Subsidiaries or limits the freedom of PBB DELTA or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Corporation or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB DELTA or any of its Subsidiaries to offer specified products or services to their its customers or depositors on a priority or exclusive basis, or (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 has any continuing obligations, liabilities or restrictions, (NO) which is with respect to, or otherwise commits PBB DELTA or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.

Material Contracts; Defaults. (i) Except as Previously Disclosed, neither PBB CVCY nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of PBB CVCY or any of its Subsidiaries to indemnification from PBB or any of its SubsidiariesCVCY, (C) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $50,000 100,000 per annum, (D) which is with or to a labor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (F) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or business of PBB CVCY or any of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 250,000 or more in all such casesthe 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, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $50,000 100,000 or more in annual fees, (I) which provides for the payment by PBB CVCY or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB CVCY or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB CVCY or any of its Subsidiaries or limits the freedom of PBB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB CVCY or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB CVCY or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a partnership given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement, ; (MO) containing any standstill or similar provision pursuant to which relates one Person has agreed not to the settlement acquire assets or other resolution securities of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, another Person; (NP) which is with respect to, or otherwise commits PBB CVCY or any of its Subsidiaries to do, any of the foregoing, or (OQ) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “CVCY Material Contracts”).

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of Grandpoint’s Disclosure Schedule, neither PBB Grandpoint nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB Grandpoint or any of its Subsidiaries to indemnification from PBB Grandpoint or any of its Subsidiaries or which would require Grandpoint or any of its Subsidiaries to make any payments in respect of any non-competition obligations restricting the ability of any present or former director, officer or employee of Grandpoint or any of its Subsidiaries to compete against Grandpoint or any of its Subsidiaries, (C) which provides for the payment by Grandpoint or any of its Subsidiaries of profit-sharing, severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Grandpoint or any of its Subsidiaries, including but not limited to, the Transaction, (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 per annum, (DE) which is with or to a labor union union, employee representative or guild (including any collective bargaining agreement), (EF) which relates to the incurrence of indebtedness for borrowed money or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB Grandpoint or any of its Subsidiaries, (GH) which is executory and involves the purchase or sale of assets with a purchase price of $50,000 100,000 or more in any single case or $100,000 300,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practicepractice of investment securities, multifamily Loans, OREO or government guaranteed Loans, (HI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (I) which provides for the payment by PBB or any of its Subsidiaries of payments upon a change of control thereof, (J) which is a lease for any real or material personal property owned or presently used by PBB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by PBB or any of its Subsidiaries or limits the freedom of PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires PBB 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 has any continuing obligations, liabilities or restrictions other than customary confidentiality restrictions, (NK) which relates to a partnership or joint venture or similar arrangement, (L) which is with respect to, a lease for any real property owned or otherwise commits PBB presently used by Grandpoint 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”).Subsidiaries,

Material Contracts; Defaults. (i) Except as Previously Disclosedfor documents set forth in Section 5.03(k)(i) of Severn’s Disclosure Schedule, neither PBB Severn nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of PBB Severn or any of its Subsidiaries to indemnification from PBB Severn or any of its Subsidiaries, (C) which provides for the payment by Severn or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving Severn or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $50,000 150,000 per annum, (DF) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (FH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or business businesses of PBB Severn or any of its Subsidiaries, (GI) which involves the purchase or sale of assets with a purchase price of $50,000 300,000 or more in any single case or $100,000 750,000 in all such cases, other than purchases and sales of investment securities and or government guaranteed loans in the ordinary course of business consistent with past practice, (HJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 150,000 or more in annual fees, (IK) which provides for relates to the payment by PBB settlement or other resolution of any legal proceeding in an amount in excess of its Subsidiaries of payments upon a change of control thereof$150,000 and that has any continuing obligations, liabilities or restrictions, (JL) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by PBB Severn or any of its Subsidiaries, (KN) which materially restricts the conduct of any business by PBB Severn or any of its Subsidiaries or limits the freedom of PBB Severn or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict PBB the Surviving Corporation or any of its Subsidiaries Affiliates after consummation of the transactions contemplated herebyTransaction) or which requires exclusive referrals of business or requires PBB Severn or any of its Subsidiaries to offer specified products or services to their its customers or depositors on a priority or exclusive basis, or (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 has any continuing obligations, liabilities or restrictions, (NO) which is with respect to, or otherwise commits PBB Severn or any of its Subsidiaries to do, any of the foregoing, or foregoing (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”). Except as set forth in Section 5.03(k)(i) of Severn’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of Severn’s and SSB’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to SHBI as of the date hereof.