Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of FAB’s Disclosure Schedule, FAB is not 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, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of FAB to indemnification from FAB, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 $25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) 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 businesses of FAB, (I) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities in the ordinary course of business consistent with past practice, (J) 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 $25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 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 FAB, (N) which materially restricts the conduct of any business by FAB or limits the freedom of FAB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FAB 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 FAB to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of the other parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB nor, to FAB’s knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by FAB is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive officers and directors of FAB who have outstanding loans from FAB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of FAB’s Disclosure Scheduleas Previously Disclosed, FAB neither BFC nor BANK is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB either BFC or BANK to indemnification from FABBFC or BANK, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 $25,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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), (HF) 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 businesses business of FABBFC or BANK, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 50,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (JH) 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 $25,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement payment by BFC or other resolution BANK of any legal proceeding in an amount in excess payments upon a change of $25,000 and that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABBFC or BANK, (NK) which materially restricts the conduct of any business by FAB BFC or BANK or limits the freedom of FAB BFC or BANK to engage in any line of business in any geographic area (or would so restrict the Surviving Bank BFC or any of its Affiliates BANK after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB BFC or BANK to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OL) which is with respect to, or otherwise commits FAB BFC or BANK to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each To the knowledge of the BFC and BANK, each Material Contracts Contract is valid and binding on BFC and/or BANK and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties thereto. None of BFC, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB norBANK or, to FAB’s knowledgethe knowledge of BFC and/or BANK, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB BFC or BANK is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent All outstanding loans from BFC or more of FAB Common Stock and executive BANK to its officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither CWBC nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB CWBC or any of its Subsidiaries to indemnification from FABCWBC, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 without penalty or other fee and involving the payment or value of more than $25,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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, 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, (HF) 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 businesses business of FABCWBC or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $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, (JH) 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 $25,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CWBC or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $25,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABCWBC or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FAB CWBC or any of its Subsidiaries or limits the freedom of FAB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CWBC or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB CWBC or any of its Subsidiaries to offer specified products or services to its BN 79011068v1 their customers or depositors on a priority or exclusive basis, (L) 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 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; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FAB CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each CWBC Material Contract is valid and binding on CWBC or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the Knowledge of CWBC or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties Parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB CWBC and its Subsidiaries, nor, to FAB’s knowledgethe Knowledge of CWBC and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB CWBC or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from CWBC or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither CVCY nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB CVCY or any of its Subsidiaries to indemnification from FABCVCY, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 without penalty or other fee and involving the payment or value of more than $25,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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, 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, (HF) 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 businesses business of FABCVCY or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $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, (JH) 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 $25,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CVCY or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $25,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABCVCY or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FAB CVCY or any of its Subsidiaries or limits the freedom of FAB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CVCY or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB CVCY or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) 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 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; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FAB CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each CVCY Material Contract is valid and binding on CVCY or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the Knowledge of CVCY or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties Parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB CVCY and its Subsidiaries, nor, to FAB’s knowledgethe Knowledge of CVCY and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB CVCY or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from CVCY or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of FAB’s Disclosure Scheduleas Previously Disclosed, FAB VCBank is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB VCBank to indemnification from FABVCBank, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 without penalty or other fee and involving the payment or value of more than $25,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of VCBank or the guaranty of the indebtedness of another Person, (HF) 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 businesses business of FABVCBank, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 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, (JH) 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 $25,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement or other resolution payment by VCBank of any legal proceeding in an amount in excess payments upon a change of $25,000 and that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABVCBank, (NK) which materially restricts the conduct of any business by FAB VCBank or limits the freedom of FAB VCBank to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates VCBank after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB VCBank to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any provision that requires the purchase of all of VCBank’s requirements for a given product or service from a given third party, or obligates VCBank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FAB VCBank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each of the Material Contracts Contract is valid and binding on VCBank and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the knowledge of VCBank, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB VCBank, nor, to FAB’s knowledgethe knowledge of VCBank, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB VCBank is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive All outstanding loans from VCBank to its officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither CVCY nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB CVCY or any of its Subsidiaries to indemnification from FABCVCY, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 without penalty or other fee and involving the payment or value of more than $25,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as BN 79011068v1 borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, 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, (HF) 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 businesses business of FABCVCY or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $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, (JH) 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 $25,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CVCY or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $25,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABCVCY or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FAB CVCY or any of its Subsidiaries or limits the freedom of FAB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CVCY or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB CVCY or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) 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 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; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FAB CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each CVCY Material Contract is valid and binding on CVCY or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the Knowledge of CVCY or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties Parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB CVCY and its Subsidiaries, nor, to FAB’s knowledgethe Knowledge of CVCY and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB CVCY or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from CVCY or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither CFB nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB CFB or any of its Subsidiaries to indemnification from FABCFB or any of its Subsidiaries, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 $25,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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), (HF) 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 businesses business of FABCFB or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (JH) 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 $25,000 50,000 or more in annual fees, (I) which provides for the payment by CFB 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 CFB or any of its Subsidiaries, (K) which materially restricts the conduct of any business by CFB or any of its Subsidiaries or limits the freedom of CFB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict CFB or any of its Subsidiaries after consummation of the transactions contemplated hereby) or which requires exclusive referrals of business or requires CFB or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (M) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 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 FAB, (N) which materially restricts the conduct of any business by FAB or limits the freedom of FAB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FAB 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 FAB CFB or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each of the Material Contracts Contract is valid and binding on CFB or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the knowledge of CFB or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties thereto, enforceable against FAB, . None of CFB and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB norSubsidiaries or, to FAB’s knowledgethe knowledge of CFB and its Subsidiaries, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB CFB or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from CFB or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither PBB nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB PBB or any of its Subsidiaries to indemnification from FABPBB or any of its Subsidiaries, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 $25,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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), (HF) 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 businesses business of FABPBB or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (JH) 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 $25,000 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 $25,000 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 FAB, (N) which materially restricts the conduct of any business by FAB or limits the freedom of FAB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FAB 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 FAB 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”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each of the Material Contracts Contract is valid and binding on PBB or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the knowledge of PBB or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties thereto, enforceable against FAB, . None of PBB and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB norSubsidiaries or, to FAB’s knowledgethe knowledge of PBB and its Subsidiaries, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB PBB or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from PBB or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) of FAB’s Disclosure Scheduleas Previously Disclosed, FAB no Seller Party or Subsidiary is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB a Seller Party or Subsidiary to indemnification from FABa Seller Party or Subsidiary, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) 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 $25,000 50,000 per annum, (FE) which is with or to a labor union or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLBFHLB or the SFFRB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HG) 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 businesses business of FABa Seller Party or Subsidiary, (IH) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (JI) 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 $25,000 50,000 or more in annual fees, (KJ) which relates to provides for the settlement payment by SL Bank or any other resolution Seller Party of any legal proceeding in an amount payments in excess of $25,000 and that has any continuing obligations, liabilities or restrictions50,000 upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MK) which is a lease for any real or material personal property owned or presently used by FABSeller Parties or any Subsidiary, (NL) which materially restricts the conduct of any business by FAB a Seller Party or Subsidiary or limits the freedom ability of FAB a Seller Party or Subsidiary to engage in any material line of business in any geographic area (or would so restrict the Surviving MC Bank or any of its Affiliates Purchaser Party after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB a Seller Party or Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OM) which is with respect to, or otherwise commits FAB a Seller Party or Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each of the Material Contracts Contract is valid and binding on each Seller Party and Subsidiary and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the Knowledge of the Seller Parties, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties thereto. No Seller Party or Subsidiary, enforceable against FAB, and nor to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Knowledge of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB nor, to FAB’s knowledgethe Seller Parties, any other parties thereto, is in material default under any contractMaterial Contract. Except as provided in this Agreement, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, and except for transactions in the ordinary course of business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No no power of attorney or similar authorization given directly or indirectly by FAB any Seller Party or Subsidiary is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive All outstanding loans from SL Bank to its officers and directors have been Previously Disclosed, are in and were made in compliance with Regulation O of FAB who have outstanding loans from FABthe Federal Reserve Board, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k) as Previously Disclosed, neither CWBC nor any of FAB’s Disclosure Schedule, FAB its Subsidiaries is not 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, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FAB CWBC or any of its Subsidiaries to indemnification from FABCWBC, (C) which provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, 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 without penalty or other fee and involving the payment or value of more than $25,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) 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, 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, (HF) 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 businesses business of FABCWBC or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $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, (JH) 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 $25,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CWBC or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $25,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FABCWBC or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FAB CWBC or any of its Subsidiaries or limits the freedom of FAB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CWBC or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FAB CWBC or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) 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 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; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FAB CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Except as set forth in Section 5.03(k)(i) of FAB’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 FAB’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. (ii) Each CWBC Material Contract is valid and binding on CWBC or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the Knowledge of CWBC or its Subsidiaries, is a valid and binding obligation of FAB and, to FAB’s knowledge, is a valid and binding obligation of on the other parties Parties thereto, enforceable against FAB, and to FAB’s knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB CWBC and its Subsidiaries, nor, to FAB’s knowledgethe Knowledge of CWBC and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by FAB CWBC or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) All outstanding loans from CWBC or any of FAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive its Subsidiaries to their respective officers and directors of FAB who have outstanding loans from FABbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.