EXECUTION VERSION

        

        
          
Exhibit 10.27

        

         

        

        BROADWAY FINANCIAL CORPORATION

        

        

        STOCK PURCHASE AGREEMENT

        

        

        February 19, 2021

         

        

        
          
            


        

        
        TABLE OF CONTENTS

         

        	 	 	Page
	 	 
	
                ARTICLE 1. PURCHASE; CLOSING

              	
                2

              
	 	
                1.1

              	
                Issuance, Sale and Purchase

              	
                2

              
	 	
                1.2

              	
                Closing; Deliverables for the Closing; Conditions to the Closing

              	
                2

              
	
                ARTICLE 2. REPRESENTATIONS AND WARRANTIES

              	
                5

              
	 	
                2.1

              	
                Certain Terms

              	
                5

              
	 	
                2.2

              	
                Representations and Warranties of the Company

              	
                6

              
	 	
                2.3

              	
                Representations and Warranties of the Investor

              	
                20

              
	
                ARTICLE 3. COVENANTS

              	
                22

              
	 	
                3.1

              	
                Conduct of Business Prior to Closing

              	
                22

              
	 	
                3.2

              	
                Use of Proceeds

              	
                23

              
	 	
                3.3

              	
                Regulatory Filings

              	
                23

              
	 	
                3.4

              	
                Confidentiality

              	
                23

              
	 	
                3.5

              	
                Publicity

              	
                23

              
	 	
                3.6

              	
                Commercially Reasonable Efforts

              	
                24

              
	 	
                3.7

              	
                Legend.

              	
                24

              
	 	
                3.8

              	
                Exchange Listing

              	
                24

              
	 	
                3.9

              	
                Authorized Shares

              	
                24

              
	 	
                3.10

              	
                Rule 144 Reporting

              	
                25

              
	 	
                3.11

              	
                Exchange Rights; Co-Redemption Rights

              	
                25

              
	
                ARTICLE 4. TERMINATION

              	
                26

              
	 	
                4.1

              	
                Termination

              	
                26

              
	 	
                4.2

              	
                Effects of Termination

              	
                27

              
	
                ARTICLE 5. INDEMNITY

              	
                27

              
	 	
                5.1

              	
                Indemnification by the Company

              	
                27

              
	 	
                5.2

              	
                Indemnification by the Investor

              	
                28

              
	 	
                5.3

              	
                Notification of Claims

              	
                29

              
	 	
                5.4

              	
                Indemnification Payment

              	
                31

              
	 	
                5.5

              	
                Exclusive Remedies

              	
                31

              
	
                ARTICLE 6. MISCELLANEOUS

              	
                31

              
	 	
                6.1

              	
                Survival

              	
                31

              
	 	
                6.2

              	
                Other Definitions

              	
                31

              


        

        

        
          i

          
            


        

        
          	 	
                  6.3

                	
                  Amendment and Waivers

                	
                  34

                
	 	
                  6.4

                	
                  Counterparts and Facsimile

                	
                  34

                
	 	
                  6.5

                	
                  Governing Law

                	
                  34

                
	 	
                  6.6

                	
                  WAIVER OF JURY TRIAL

                	
                  34

                
	 	
                  6.7

                	
                  Notices

                	
                  35

                
	 	
                  6.8

                	
                  Entire Agreement

                	
                  35

                
	 	
                  6.9

                	
                  Successors and Assigns

                	
                  36

                
	 	
                  6.10

                	
                  Captions

                	
                  36

                
	 	
                  6.11

                	
                  Severability

                	
                  36

                
	 	
                  6.12

                	
                  Third Party Beneficiaries

                	
                  36

                
	 	
                  6.13

                	
                  Public Announcements

                	
                  36

                
	 	
                  6.14

                	
                  Specific Performance

                	
                  36

                
	 	
                  6.15

                	
                  No Recourse to Other Persons

                	
                  36

                


        

        

            INDEX OF DEFINED TERMS

         

        	 	Page
	 	 
	
                Action

              	
                9

              
	
                Affiliate

              	
                32

              
	
                Agency

              	
                32

              
	
                Agreement

              	
                1

              
	
                Authorized Shares Increase Approval

              	
                3

              
	
                Bank

              	
                6

              
	
                Bank Merger

              	
                1

              
	
                Benefit Plans

              	
                16

              
	
                Board of Directors

              	
                32

              
	
                Business Day

              	
                32

              
	
                Capital Stock

              	
                32

              
	
                CDFI

              	
                6

              
	
                CFB

              	
                1

              
	
                CFB Sub

              	
                1

              
	
                Class A Common Stock

              	
                1

              
	
                Class B Common Stock

              	
                1

              
	
                Class C Common Stock

              	
                1

              
	
                Closing

              	
                2

              
	
                Closing Date

              	
                2

              
	
                Code

              	
                32

              
	
                Common Stock

              	
                1

              
	
                Company

              	
                1

              


        

        

        
          ii

          
            


        

        	
                Company Employees

              	
                16

              
	
                Company Financial Statements

              	
                9

              
	
                Company Indemnified Parties

              	
                28

              
	
                Company Insurance Policies

              	
                15

              
	
                Company IT Assets

              	
                11

              
	
                Company Reports

              	
                9

              
	
                Company Specified Representations

              	
                32

              
	
                Company Stock Plan

              	
                7

              
	
                Company Subsidiaries

              	
                6

              
	
                Company Subsidiary

              	
                6

              
	
                Concurrent Other Transactions

              	
                1

                

              
	
                control

              	
                32

              
	
                controlled by

              	
                32

              
	
                controlling

              	
                32

              
	
                Disclosure Schedule

              	
                32

              
	
                Disqualification Event

              	
                19

              
	
                EESA

              	
                16

              
	
                ERISA

              	
                16

              
	
                ERISA Affiliate

              	
                17

              
	
                Exchange Act

              	
                9

                

              
	
                FDIC

              	
                6

                

              
	
                Federal Reserve

              	
                6

              
	
                GAAP

              	
                32

              
	
                Governmental Authorizations

              	
                14

              
	
                Governmental Consent

              	
                32

              
	
                Governmental Entity

              	
                33

              
	
                Indemnified Party

              	
                29

              
	
                Indemnifying Party

              	
                29

              
	
                Insider

              	
                19

              
	
                Insurer

              	
                33

              
	
                Intellectual Property Rights

              	
                16

              
	
                Investment

              	
                1

              
	
                Investor

              	
                1

              
	
                Investor Indemnified Parties

              	
                27

              
	
                Investor Specified Representations

              	
                33

              
	
                Knowledge

              	
                33

              
	
                Law

              	
                14

              
	
                Liens

              	
                8

              
	
                Loan Investor

              	
                33

              
	
                Losses

              	
                33

              
	
                Material Adverse Effect

              	
                5

              
	
                Merger

              	
                1

              
	
                Merger Agreement

              	
                1

              
	
                Merger Transactions

              	
                1

              
	
                Multiemployer Plan

              	
                17

              


        

        

        
          iii

          
            


        

        	
                Non-Voting Common Stock

              	
                7

              
	
                OFAC

              	
                12

              
	
                Parties

              	
                1

              
	
                Per Share Purchase Price

              	
                2

              
	
                Person

              	
                33

              
	
                Personal Information

              	
                11

              
	
                Placement Agents

              	
                1

              
	
                Preferred Stock

              	
                7

              
	
                Previously Disclosed

              	
                5

              
	
                Privacy Laws

              	
                12

              
	
                Purchase Price

              	
                2

              
	
                Registration Statement

              	
                21

              
	
                Rule 506

              	
                19

              
	
                SEC

              	
                5

              
	
                Securities Act

              	
                7

                

              
	
                Shares

              	
                2

              
	
                SLHCA Act

              	
                6

              
	
                Stockholder Approval

              	
                3

              
	
                Subsidiary

              	
                33

              
	
                Surviving Bank

              	
                1

              
	
                Tax

              	
                33

              
	
                Tax Return

              	
                34

              
	
                Taxes

              	
                33

              
	
                Third Party Claim

              	
                29

              
	
                Threshold Amount

              	
                28

              
	
                under common control with

              	
                32

              
	
                Voting Common Stock

              	
                7

              
	
                Voting Debt

              	
                7

                

              
	
                Voting Securities

              	
                34

              


         

        
          iv

          
            


        

        
        STOCK PURCHASE AGREEMENT

         

        THIS STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”)

          is dated as of February 19, 2021, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the “Company”), and First Republic Bank, a
          California state chartered bank (the “Investor”, and together with the Company, the “Parties”)

         

        RECITALS

         

        WHEREAS, the Company is a party to that certain Agreement and Plan of Merger (the “Merger
              Agreement”) with CFBanc Corporation, a District of Columbia benefit corporation (“CFB”) which provides, among other things and subject to the terms and conditions of the Merger
          Agreement, for (i) the merger of CFB with and into the Company, with the Company continuing as the surviving entity in the Merger (the “Merger”), (ii) immediately
            following the Merger, Broadway Federal Bank, f.s.b., a wholly owned subsidiary of the Company, will merge with and into City First Bank of D.C., National Association (“CFB Sub”), a wholly owned subsidiary of CFB (the “Bank Merger” and together with the Merger and the other transactions
          contemplated by the Merger Agreement, the “Merger Transactions”), with CFB Sub continuing as the surviving entity (the “Surviving Bank”), and (iii) the Company’s voting common stock, par value $0.01 per share, will be renamed Class A Common Stock (“Class A Common
              Stock”), a new class of non-voting common stock of the Company, par value $0.01 per share, will be created which will be named Class B Common Stock (“Class B Common Stock”) and the
          Company’s currently authorized non-voting common stock, par value $0.01 per share, will be renamed Class C Common Stock (the “Class C Common Stock” and collectively, the “Common Stock”);

         

        WHEREAS, the Company has engaged Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. as co-placement agents (the “Placement Agents”) for the offering of the Common Stock.

         

        WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, on the terms and conditions
          described herein, shares of Class A Common Stock at the Per Share Purchase Price specified herein (the “Investment”);

         

        WHEREAS, the Investment is proposed to be made subject to completion of the Merger Transactions;

         

        WHEREAS, it is proposed that the Company and the Investor enter into that certain investor’s rights agreement, dated as of the Closing Date, in the form of
          Exhibit A attached hereto (the “Investor’s Rights Agreement” and together with this Agreement, the “Transaction Agreements”);

         

        WHEREAS, the Investment is proposed to be made concurrently with the sale by the Company of shares of Class A Common Stock and Class C Common Stock at the
          Per Share Purchase Price via private placement to certain other investors (the “Concurrent Other Transactions”); and

         

        
          1

          
            


        

        
        NOW, THEREFORE, in consideration of the premises, and of the respective representations, warranties, covenants and other agreements of the Parties set
          forth herein, the Parties hereby agree as follows:

         

        ARTICLE 1.

          

          PURCHASE; CLOSING

         

        1.1        Issuance, Sale and
              Purchase.  On the terms and subject to the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 1,135,955 shares of
          Class A Common Stock (the “Shares”) at a per share purchase price equal to the lower of (i) $1.78 and (ii) the lowest per share price paid by any Person who acquires shares (or enters into any
          agreement to acquire shares) of Class A Common Stock, Class C Common Stock (or any other similar shares of voting or non-voting common stock of the Company or equivalent shares of preferred stock of the Company) after the date of this Agreement
          and prior to, or substantially contemporaneous with, the Closing (the lower of (i) or (ii), the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing; provided,
          however, that the number of shares of Class A Common Stock that the Investor is required to purchase pursuant to this Section 1.1 shall be reduced, if and to the extent necessary to cause the percentage of the Company’s Class A Common
          Stock held by the Investor as of immediately following the Closing and the closing of the Concurrent Other Transactions (which, for the avoidance of doubt, shall include any shares of the Company’s Class A Common Stock held by the Investor that
          are not a part of the Shares to be purchased by the Investor pursuant to this Agreement) not to exceed 4.50% of the total number of shares of Class A Common Stock outstanding immediately following the Closing and the closing of the Concurrent
          Other Transactions.  The aggregate purchase price payable pursuant to this Section 1.1 is referred to herein as the “Purchase Price”). 

         

        1.2         Closing; Deliverables
              for the Closing; Conditions to the Closing. 

         

        (a)         Closing.  Unless this Agreement has been terminated pursuant to Article 4, and subject to the satisfaction or, to the extent permitted
          by Law and this Agreement, the written waiver of the conditions set forth in Section 1.2(c), the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the
          offices of Arnold & Porter LLP, located at 777 South Figueroa Street, 44th Floor, Los Angeles, California 90017, or remotely via the electronic or other exchange of documents and signature pages, at 9:00 a.m. Pacific Time on the second
          Business Day after the satisfaction or, if permissible, waiver of the conditions set forth in Section 1.2(c) (other than those which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), or
          at such other place or such other date as may be agreed to by the Parties (the “Closing Date”).

         

        (b)          Closing Deliverables.  Subject to the satisfaction or permitted waiver of the conditions to the Closing set forth in Section 1.2(c),
          at the Closing the Parties shall make the following deliveries:

         

        (i)          the Company shall deliver to the Investor one or more certificates evidencing the Shares registered in the name of the Investor (or if the Shares are to be uncertificated, the
          Company shall deliver appropriate evidence of such registration of the Shares in the name of the Investor);

         

        
          2

          
            


        

        (ii)         the Company shall deliver to the Investor a schedule setting forth the aggregate number of shares of each class of Capital Stock outstanding immediately after giving effect to the
          Merger Transactions, the Concurrent Other Transactions and the transactions contemplated hereby; and

         

        (iii)      the Investor shall deliver the Purchase Price by wire transfer of immediately available funds to the account specified by the Company for this purpose by notice to the Investor prior
          to the Closing.

         

        (c)           Closing Conditions.

         

        (i)          The obligations of the Investor, on the one hand, and the Company, on the other hand, to consummate the purchase and sale of the Shares provided for in this Agreement are each
          subject to the satisfaction or, to the extent permitted by Law and this Agreement, the waiver by the Company or the Investor, as applicable, of the following conditions to the Closing under this Agreement:

         

        (A)     All Governmental Consents required to have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation
          of the transactions contemplated hereby shall have been obtained and shall be in full force and effect.

         

        (B)     The Merger Transactions shall have been consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and
          CFB;

         

        (C)       If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, the approval by stockholders of the Company of resolutions providing for the Company’s
          issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, the definitive documentation relating to the Concurrent Other Transactions, and
          applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been obtained;

         

        (D)      No provision of any Law in effect shall prohibit the Closing or shall prohibit or restrict the Investor from owning or voting any Shares to be purchased by the Investor hereunder.

         

        (E)       Approval by the stockholders of the Company to increase in the authorized number of shares of Voting Common Stock (which will become Class A Common Stock upon completion of the Merger)
          from 50,000,000 shares to 75,000,000 shares, to be effected by the filing of an amended and restated certificate of incorporation of the Company (the “Authorized Shares Increase Approval”), shall have been obtained.

         

        
          3

          
            


        

        (ii)       The obligation of the Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or waiver by the Investor of the following
          conditions to the Closing:

         

        (A)     (i) The  Company Specified Representations shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of
          the Closing Date and (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on
          and as of the Closing Date, except, in the case of this clause (ii) only, to the extent that the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein), would not reasonably
          be expected to have, individually or in the aggregate, a Material Adverse Effect and except, in the case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date;

         

        (B)     The Company shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the
          Closing Date;

         

        (C)       The Investor shall have received a certificate, dated as of the Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions
          set forth in Section 1.2(c)(ii)(A), Section 1.2(c)(ii)(B) and Section 1.2(c)(ii)(D) have been satisfied on and as of the Closing Date;

         

        (D)      Since the date of this Agreement, no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually
          or in the aggregate, a Material Adverse Effect

         

        (E)        The Company shall have executed and delivered a counterpart signature page to the Investor’s Rights Agreement;

         

        (iii)      The obligation of the Company to consummate the sale of the Shares provided for in this Agreement is also subject to the satisfaction or written waiver by the Company of the following
          conditions to the Closing:

         

        (A)       The representations and warranties of the Investor set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the
          Closing Date as though made on and as of the Closing Date, except to the extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the
          Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Investor set forth in
          Sections 2.3(d) and 2.3(f) shall be true and correct in all respects;

         

        (B)       The Investor shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to
          the Closing Date; and

         

        
          4

          
            


        

        (C)       The Company shall have received a certificate, dated as of the Closing Date, signed on behalf of the Investor by a duly authorized person certifying to the effect that the conditions
          set forth in Section 1.2(c)(iii)(A) and Section 1.2(c)(iii)(B) have been satisfied on and as of the Closing Date.

         

        ARTICLE 2.

          

          REPRESENTATIONS AND WARRANTIES

         

        2.1          Certain Terms.
        

         

        (a)         As used in this Agreement, the term “Material Adverse Effect” means any circumstance, event, change, development or effect that,
          individually or in the aggregate, would reasonably be expected to (i) result in a material adverse effect on the assets, liabilities, business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a
          whole, or (ii) materially impair or delay the ability of the Company or any of the Company Subsidiaries to perform its or their obligations under this Agreement to consummate the Closing or any of the transactions contemplated hereby; provided,
          however, that in determining whether a Material Adverse Effect has occurred under clause (i), there shall be excluded any circumstance, event, change, development or effect to the extent resulting from (A) actions or omissions of the Company or
          any Company Subsidiary expressly required or contemplated by the terms of this Agreement, (B) changes after the date hereof in general economic conditions in the United States, including financial market volatility or downturns, or in the markets
          in which the Company and the Company Subsidiaries operate, (C) changes after the date hereof affecting the banking industry generally, (D) any changes after the date hereof in applicable Laws or accounting rules or principles, including changes
          in GAAP, (E) changes in the market price or trading volume of the Common Stock or the Company’s other outstanding securities (but not the underlying causes of such changes), (F) any epidemic, pandemic or disease outbreak (including the Covid-19
          virus) including any worsening of such conditions; or (G) any failure by the Company or any of the Company Subsidiaries to meet any internal projections or forecasts with regard to the assets, liabilities, business, financial condition or results
          of operations of the Company and the Company Subsidiaries, taken as a whole (but not the underlying causes of such failure), in each case to the extent that such circumstance, event, change, development or effect referred to in clauses (B), (C),
          (D) and (F) do not have a disproportionate effect on the Company and the Company Subsidiaries compared to other participants in the industries or markets in which the Company and the Company Subsidiaries operate.

         

        (b)         As used in this Agreement, the term “Previously Disclosed” (i) with regard to any Party, means information set forth in its Disclosure
          Schedule under Section references corresponding with the provision of this Agreement to which such information relates (including, in the case of the Company, information identified in the Company’s Disclosure Schedule); provided, however, that
          if such information is disclosed in such a way as to make its relevance or applicability to another provision of this Agreement reasonably apparent on its face, such information shall be deemed to be responsive to such other provision of this
          Agreement and (ii) with regard to the Company, includes information publicly disclosed by the Company in any reports, schedules, forms, statements and other documents filed or furnished by the Company under the Securities Act and the Exchange Act
          with the Securities and Exchange Commission (the “SEC”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2017, in each case available prior to the date of this Agreement
          (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are
          predictive or forward-looking in nature). Notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in a Disclosure Schedule shall not be deemed an admission that such item represents a material exception or
          material fact, event or circumstance or that such item has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

         

        
          5

          
            


        

        2.2         Representations and
              Warranties of the Company.  Except as Previously Disclosed, the Company hereby represents and warrants to the Investor, as of the date of this Agreement and as of the Closing Date (except for the representations and warranties that
          are as of a specific date, which are made as of that date) that: 

         

        (a)         Organization and Authority.  Each of the Company and the Company Subsidiaries is a corporation or other entity duly organized and
          validly existing under the laws of the jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business
          requires it to be so qualified, except where any failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and has the corporate or other organizational power and authority
          to own its properties and assets and to carry on its business as it is now being conducted.  The Company has Previously Disclosed correct and complete copies of the certificate of incorporation and bylaws (or similar governing documents) as
          amended through the date of this Agreement for the Company and Broadway Federal Bank, f.s.b. (the “Bank”).  The Company is duly registered with the Board of Governors of the Federal Reserve System
          (the “Federal Reserve”) as a savings and loan holding company under the Savings and Loan Holding Company Act, as amended, 12 U.S.C. 1467a (the “SLHCA Act”). 
          As of the date hereof, the Company is a certified “community development financial institution” designated as such under the Community Development Banking and Financial Institutions Act of 1994, as amended (12 U.S.C. Sections 5311 et seq.) and
          its implementing regulations, as applicable (a “CDFI”).  Following the consummation of the Bank Merger, the Surviving Bank will apply to be designated as a CDFI.

         

        (b)         Company Subsidiaries.  As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each
          entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect
          a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). 

          Except for the Company Subsidiaries, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar
          organization, and, except as Previously Disclosed, is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement.  The Company owns, directly or indirectly, all of its interests in each
          Company Subsidiary free and clear of any and all Liens.  No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or
          commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which
          any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock.  The deposit accounts of the Bank are insured by
          the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all
          premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of,
          the Bank.

         

        
          6

          
            


        

        (c)          Capitalization.

         

        (i)          Except as set forth on the Disclosure Schedule, as of the date hereof, the authorized Capital Stock of the Company consists of 50,000,000 shares of Voting Common Stock, par value
          $0.01 per share (“Voting Common Stock”), 25,000,000 shares of Non-Voting Common Stock, par value $0.01 (“Non-Voting Common Stock”), and 1,000,000 shares
          of preferred stock, par value $0.01 (“Preferred Stock”).

         

        (ii)        As of the date hereof, before giving effect to the transaction provided for herein, the Merger Transactions and the Concurrent Other Transactions the Company has issued and
          outstanding: (i) 19,281,758 of shares of Voting Common Stock, including 556,169 shares of Voting Common Stock granted in respect of outstanding restricted stock awards, (ii) 1,637,902 shares of Voting Common Stock held by the trust for the
          Broadway Federal Bank, f.s.b. Employee Stock Ownership Plan, (iii) 8,756,396 shares of Non-Voting Common Stock and (iv) no shares of Preferred Stock.  Schedule 2.2(c)(ii) of the Company’s Disclosure Schedule sets forth the pro forma shares of
          each class of Capital Stock of the Company as of the date hereof, after giving effect to the transaction provided for herein, the Merger and the Concurrent Other Transactions.

         

        (iii)       As of the date hereof, other than in respect of awards outstanding under or issuable pursuant to the Company’s 2008 Long-Term Incentive Plan (the “Company

              Stock Plan”) consisting of options to purchase an aggregate of 450,000 shares of common stock, and except in connection with this Agreement and the transactions contemplated hereby, the Merger Agreement and the Concurrent Other
          Transactions, the Company has not (A) agreed to issue or authorized the issuance after the date hereof of any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock
          or Preferred Stock, (B) reserved for issuance any shares of Capital Stock of the Company or (C) repurchased or redeemed, or agreed to or authorized the repurchase or redemption of, any shares of Capital Stock of the Company.

         

        (iv)        All of the issued and outstanding shares of Capital Stock of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights,
          except for the preemptive rights granted to certain institutional stockholders of the Company identified on Schedule 2.2(c)(iv) of the Company’s Disclosure Schedule.  None of the outstanding shares of Capital Stock or other securities of the
          Company or any of the Company Subsidiaries was issued, sold or offered by the Company or any Company Subsidiary in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the
          securities or blue sky laws of any state or jurisdiction, or in violation of any agreement, arrangement or commitment to which the Company was or is a party or subject, or in violation of any preemptive or similar rights of any Person.  No bonds,
          debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote (“Voting Debt”) are issued and outstanding.

         

        
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        (v)        As of the date of this Agreement, except for the outstanding awards under the Company Stock Plan, the Company does not have and is not bound by any outstanding subscriptions, options,
          warrants, calls, commitments or agreements of any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable or exercisable for, any shares of Capital Stock or Voting Debt of the Company.

         

        (d)          Authorization; No Conflicts.

         

        (i)        The Company has the corporate power and authority to execute and deliver the Transaction Agreements and to perform its obligations hereunder and thereunder.  The Board of Directors
          has approved the transactions contemplated by the Transaction Agreements.  This Agreement has been, and the Investor’s Rights Agreement will be, when executed and delivered by the Company, duly and validly executed and delivered by the Company
          and, assuming due authorization, execution and delivery by the Investor, is, and the Investor’s Rights Agreement will be, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as
          enforcement 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 (whether applied
          in equity or at law).

         

        (ii)        Neither the execution and delivery by the Company of the Transaction Agreements nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the
          Company with any of the provisions hereof, will, with or without the passage of time and giving of notice, (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of
          time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right
          of termination or acceleration of, or result in the creation of any liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests or other encumbrances of any kind (“Liens”)

          upon any of the properties or assets of the Company or any Company Subsidiary, under any of the terms, conditions or provisions of (1) the certificate of incorporation or bylaws (or similar governing documents) of the Company and each Company
          Subsidiary or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which it may be bound, or to which the
          Company or any of the Company Subsidiaries, or any of the properties or assets of the Company or any of the Company Subsidiaries may be subject, or (B) violate any Law applicable to the Company or any of the Company Subsidiaries or any of their
          respective properties or assets except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

         

        
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        (e)         Governmental Consents.  Except as set forth in the Disclosure Schedule, no Governmental Consents are necessary for the execution and
          delivery of this Agreement or for the sale by the Company of Common Stock to the Investor pursuant to this Agreement.

         

        (f)          Litigation and Other Proceedings.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material
          Adverse Effect, or as would not reasonably be expected to adversely impact the reputation of the Company, the Company Subsidiaries or their respective investors in any material respect, there is no pending or, to the Knowledge of the Company,
          threatened claim, action, suit, arbitration, complaint, charge or investigation or proceeding (each an “Action”) against the Company or any Company Subsidiary or any of their respective assets,
          rights or properties, nor is the Company or any Company Subsidiary a party or named as subject to the provisions of any order, writ, injunction, settlement, judgment or decree of any court, arbitrator or government agency, or instrumentality. 
          There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation or other Action by the SEC involving the Company or any current or former director or officer of the Company in his or her capacity
          as such.

         

        (g)       Financial Statements.  The audited consolidated balance sheets of the Company and the Company Subsidiaries and the related consolidated
          statements of operations, changes in stockholders’ equity and cash flows, together with the notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2019 and the unaudited consolidated
          balance sheets of the Company and the Company Subsidiaries and the related unaudited consolidated statements of operations, changes in stockholders’ equity and cash flows, together with the notes thereto, included in the Company’s quarterly
          reports on Form 10-Q filed with the SEC for the quarterly period ending September 30, 2020 (the “Company Financial Statements”) (i) have been prepared from, and are in accordance with, the books and
          records of the Company and the Company Subsidiaries, (ii) complied, as of the date of such filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto,
          (iii) have been prepared in accordance with GAAP applied on a consistent basis and (iv) present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries at the dates and the consolidated
          results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods stated therein.

         

        (h)        Reports.  Since December 31, 2017, the Company and each Company Subsidiary have filed all material reports, registrations, documents,
          filings, statements and submissions, together with any required amendments thereto, that they were required to file with any Governmental Entity, including all those required under the Exchange Act, including pursuant to Section 13(a) or 15(d)
          thereof (the foregoing, collectively, being referred to herein as the “Company Reports”) and have paid all material fees and assessments due and payable in connection therewith.  As of their
          respective filing dates, or as subsequently amended prior to the date hereof, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities.  As of the date of
          this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report that were the subject of written correspondence that have not been resolved.  The Company Reports, including the
          documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and, as of the date of each such Company Report filed with the SEC, or if amended prior to the date of
          this Agreement, as of the date of such amendment, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were
          made, not misleading and complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 
          No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.

         

        
          9

          
            


        

        (i)           Internal Accounting and Disclosure Controls.  The records, systems, controls, data and information of the Company and the Company
          Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the
          Company Subsidiaries (including all means of access thereto and therefrom) or reputable banking industry service providers, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have an adverse
          effect on the system of internal accounting controls described below in this Section 2.2(i).  The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure
          that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based
          on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal
          control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or
          not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.  As of the date of this Agreement, the Company has no Knowledge of any reason that its outside
          auditors and its chief executive and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without
          qualification, when due.  Since December 31, 2017, neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company
          Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company
          or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices.

         

        (j)           Data Privacy. 

         

        
          10

          
            


        

        (i)          The Company and the Company Subsidiaries have taken reasonable steps consistent with customary industry practices to protect the
          confidentiality, integrity, availability and security of the computers, servers, workstations, routers, hubs, switches, circuits, networks and other information technology equipment owned or controlled by them or by any third party and material
          to the Company and the Company Subsidiaries (the “Company IT Assets”) (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access,
          interruption, modification or corruption, and there has been no unauthorized use, access, interruption, modification or corruption of the Company IT Assets.

         

        (ii)       In connection with their receipt, purchase, collection, securing, safeguarding, storage, transfer (including any transfer across national
          borders), disclosure, destruction/disposal, and/or use or other processing of any Personal Information, each of the Company and the Company Subsidiaries, is and has been, in material compliance with all Privacy Laws, their respective privacy
          policies and the requirements of any contract or codes of conduct to which any of the Company or the Company Subsidiaries is a party.  The privacy policies of the Company are customary for the industry in which the Company operates.  The Company
          and the Company Subsidiaries have commercially reasonable and appropriate physical, technical, organizational, and administrative security measures and policies in place designed to protect all Personal Information collected by them or on their
          behalf from and against unauthorized access, use, interruption, modification, corruption, and/or disclosure.  The Company and the Company Subsidiaries have binding written agreements obligating (in accordance with and as required by Privacy Laws
          (as applicable)) all third parties collecting, accessing, receiving, storing or processing Personal Information on behalf of the Company and the Company Subsidiaries to (i) comply with all applicable Privacy Laws, (ii) take commercially
          reasonable and appropriate steps to protect and secure such Personal Information from and against unauthorized access, use interruption, modification, corruption, and/or disclosure which are no less stringent than those applied by the Company and
          the Company Subsidiaries and (iii) promptly notify the Company and the Company Subsidiaries of any unauthorized access, use interruption, modification, corruption, and/or disclosure of Personal Information or Company IT Assets processing Personal
          Information.  The Company and the Company Subsidiaries are, and since December 31, 2017, have been, in compliance in all material respects with all Privacy Laws and any other applicable Laws in all relevant jurisdictions relating to data loss,
          theft and breach of security notification obligations.  Since December 31, 2017, none of the Company or any of the Company Subsidiaries has experienced a material breach of its information technology systems or a data loss or theft as defined by
          the Laws in all relevant jurisdictions.  None of the Company or any of the Company Subsidiaries has been charged with, or received any notice of any claims of, the violation in any material respect of any Privacy Laws or any of their respective
          privacy policies.  The consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Privacy Law.

         

        (iii)        For the purposes of this Section 2.2(j):

         

        (1)       “Personal Information” means, in addition to any definition provided by applicable law or by the Company and the Company Subsidiaries
          in any of their respective privacy policies, contracts, or other public-facing statements for any similar term (e.g., “personally identifiable information” or “PII”), all information identifying, regarding
          or capable of being associated with an individual person or device.  Personal Information may relate to any individual, including a current, prospective or former client (or a client’s customer or end user) or employee of any Person, and includes
          information in any form, including paper, electronic and other forms.

         

        
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        (2)        “Privacy Laws” means all applicable laws, legal requirements, and self-regulatory guidelines and principles relating to privacy, data
          security, and Personal Information and similar applicable consumer protection laws, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or
          transfer of Personal Information and any and all applicable laws governing breach notification in connection with Personal Information.  As used in this Agreement, “Privacy Laws” shall include the California Consumer Privacy Act, General Data
          Protection Regulation and the rules and regulations promulgated thereunder, and applicable state laws.

         

        (k)         No Undisclosed Liabilities.  There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether
          accrued, contingent, absolute, determined, determinable or otherwise, except for (i) liabilities adequately reflected or reserved against in accordance with GAAP in the Company’s audited balance sheet as of December 31, 2019 and (ii) liabilities
          that have arisen in the ordinary and usual course of business and consistent with past practice since December 31, 2019 and that have not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

         

        (l)        Mortgage Lending.  The Company and each of the Company Subsidiaries have complied in all material respects with, and all documentation
          in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Company or any Company Subsidiary has satisfied, in all material respects (i) all Laws with respect to
          the origination, insuring, purchase, sale, servicing, or filing of claims in connection with mortgage loans, including all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending laws, usury limitations,
          fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, (ii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Company and any
          Agency, Loan Investor or Insurer, (iii) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer and (iv) the terms and provisions of any mortgage or other collateral documents and
          other loan documents with respect to each mortgage loan.

         

        (m)       Bank Secrecy Act; Anti-Money Laundering; OFAC; and Customer Information.  The Company is not aware of, has not been advised of, and, to
          the Knowledge of the Company, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be not operating in compliance, in all material respects, with the Bank Secrecy Act of
          1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the Treasury’s Office of
          Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation.  The Company is not aware of any facts or circumstances that
          would cause it to believe that any nonpublic customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action.  The Company and each of the Company
          Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets
          the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA
          PATRIOT Act and the regulations thereunder.  The Company will not directly or indirectly use the proceeds of the sale of the Common Stock pursuant to transactions contemplated by this Agreement, or lend, contribute or otherwise make available
          such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country appearing on the OFAC Specially Designated Nationals List (“SDN List”)
          or for the purpose of financing the activities of any Person currently appearing on the SDN List.

         

        
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        (n)          Certain Payments.  Neither the Company nor any of the Company Subsidiaries, nor any directors, officers, nor to the Knowledge of the
          Company, employees or any of their Affiliates or any other Person who to the Knowledge of the Company is associated with or acting on behalf of the Company or any of the Company Subsidiaries has directly or indirectly (i) made any contribution,
          gift, bribe, rebate, payoff, influence payment, kickback, or other payment in material violation of any Law, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any applicable anti-bribery or anti-corruption laws, to any
          Person, private or public, regardless of form, whether in money, property, or services (A) to obtain favorable treatment in securing business for the Company or any of the Company Subsidiaries, (B) to pay for favorable treatment for business
          secured by the Company or any of the Company Subsidiaries, or (C) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or any of the Company Subsidiaries or (ii) established or maintained any
          fund or asset with respect to the Company or any of the Company Subsidiaries that was required by Law or GAAP to have been recorded and was not recorded in the books and records of the Company or any of the Company Subsidiaries.  Neither the Company nor any Company Subsidiaries has conducted any internal investigation, made any voluntary, directed, or involuntary disclosure to any Governmental Entity, or received any audit report, written
            communication from a Governmental Entity, or whistleblower or other written complaint, involving alleged violations in any material respect of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any applicable anti-bribery
          or anti-corruption laws on the part of the Company, any of the Company Subsidiaries, or any Person acting on behalf of the Company or any of the Company Subsidiaries.

         

        (o)         Absence of Certain Changes.  Since December 31, 2019 and except as Previously Disclosed or as required or contemplated by the terms of
          this Agreement, (i) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course of business consistent with past practices, (ii) through (and including) the date of
          this Agreement, no fact, event, change, condition, development, circumstance or effect has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) no material default
          (or event which, with notice or lapse of time, or both, would constitute a material default) exists on the part of the Company or any Company Subsidiary in the due performance and observance of any term, covenant or condition of any agreement to
          which the Company or any Company Subsidiary is a party and which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

         

        
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        (p)          Compliance with Laws.

         

        (i)          The Company, each Company Subsidiary and each of their officers, agents, representatives and employees possesses, holds and have all material permits, licenses, franchises,
          authorizations, orders, consents, registrations, accreditations and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order to permit the Company and each Company Subsidiary
          to own or lease their properties and assets and to carry on their business as presently conducted and that are material to the business of the Company and each Company Subsidiary (collectively, the “Governmental

              Authorizations”).  The Company and the Company Subsidiaries, and to the Company’s Knowledge, their respective officers, agents, representatives and employees, are not in default under any of such Governmental Authorizations, which
          default(s) would be, or be reasonably expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken as a whole).  The Company and each Company Subsidiary have complied with and (A) are not, and
          since December 31, 2017, have not been, in default or violation in any respect of, (B) are not under investigation with respect to, and (C) have not been threatened to be charged with or given notice of any material violation of, any applicable
          material domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity (each, a “Law”), other than such noncompliance, defaults or violations as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken as a whole).  No
          Governmental Entity has placed any material restriction on the business or properties of the Company or any of the Company Subsidiaries.  As of the date hereof, the Bank has a Community Reinvestment Act rating of “outstanding.”

         

        (ii)         Except for normal examinations conducted by a Governmental Entity in the ordinary course of business of the Company and the Company Subsidiaries, (A) no Governmental Entity has
          initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or any of the Company Subsidiaries since December 31, 2017, (B) there is no unresolved violation or
          exception by any Governmental Entity with respect to any report or statement relating to any examinations or inspections of the Company or any of the Company Subsidiaries, and (C) there have been no formal or informal inquiries by, or
          disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Company or any of the Company Subsidiaries since December 31, 2017, in each case of clauses (A) through (C), which
          would reasonably be expected, individually or in the aggregate, to be material to the Company and the Company Subsidiaries (taken as a whole).

         

        (iii)        The Company and the Company Subsidiaries are not, and since December 31, 2017, have not been, in violation or default of any provisions of their respective certification of
          incorporation or bylaws (or similar governing documents).

         

        
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        (q)         Adequate Capitalization.  As of September 30, 2020, the Bank met or exceeded the standards necessary to be considered “adequately
          capitalized” under the FDIC’s regulatory framework for prompt corrective action.  As of the Closing and after giving effect to this Agreement, the transactions contemplated hereby and the Concurrent Transactions, the Bank meets or exceeds the
          standards necessary to be considered “adequately capitalized” under the FDIC’s regulatory framework for prompt corrective action.

         

        (r)         Agreements with Regulatory Agencies.  The Company and the Company Subsidiaries (A) are not subject to any cease-and-desist or other
          similar order or enforcement action issued by, (B) are not a party to any written agreement, consent agreement or memorandum of understanding with, (C) are not a party to any commitment letter or similar undertaking to, and (D) are not subject to
          any capital directive by, and since December 31, 2019, neither the Company nor any of the Company Subsidiaries has adopted any board resolutions at the request of any Governmental Entity that currently restricts in any material respect the
          conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its
          management or its operations or business, nor has the Company nor any of the Company Subsidiaries been advised since December 31, 2019 by any Governmental Entity that it is considering issuing, initiating, ordering, or requesting any of the same.

         

        (s)          Insurance.  The Company and each of the Company Subsidiaries are presently insured, and have been insured for at least the past two
          years, for reasonable amounts with financially sound and reputable insurance companies against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured.  All of the policies,
          bonds and other arrangements providing for the foregoing (the “Company Insurance Policies”) are in full force and effect, the premiums due and payable thereon have been or will be timely paid through
          the Closing Date, and there is no material breach or default (and no condition exists or event has occurred that, with the giving of notice or lapse of time or both, would constitute such a material breach or default) by the Company or any of the
          Company Subsidiaries under any of the Company Insurance Policies or, to the Knowledge of the Company, by any other party to the Company Insurance Policies.  Neither the Company nor any of the Company Subsidiaries has received any written notice
          of cancellation or non-renewal of any Company Insurance Policy nor, to the Knowledge of the Company, is the termination of any such policies threatened in writing by the insurer, and there is no material claim for coverage by the Company, or any
          of the Company Subsidiaries, pending under any of such Company Insurance Policies as to which coverage has been denied or disputed by the underwriters of such Company Insurance Policies or in respect of which such underwriters have reserved their
          rights.

         

        (t)           Title.  The Company and the Company Subsidiaries have good and marketable title in fee simple to all real property owned by them and
          good and valid title to all material personal property owned by them, in each case free and clear of all Liens, except for Liens which do not materially affect the value of such property or do not interfere with the use made and proposed to be
          made of such property by the Company or any Company Subsidiary.  Any real property and facilities held under lease by the Company or the Company Subsidiaries are leased pursuant to valid, subsisting and enforceable leases with such exceptions
          that are not material and do not interfere with the use made and proposed to be made of such property and facilities by the Company or the Company Subsidiaries.

         

        
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        (u)         Intellectual Property.  The Company
          and the Company Subsidiaries own or possess adequate rights or licenses to use all trademarks, service marks and all applications and registrations therefor, trade names, patents, patent rights, copyrights, original works of authorship,
          inventions, trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”) used in their businesses as conducted on the date of this Agreement, except as would
          not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  To the Knowledge of the Company, no product or service of the Company or the Company Subsidiaries infringes the Intellectual Property Rights of
          others. 

         

        (v)          Employee Benefits.

         

        (i)        Section 2.2(v) of the Disclosure Schedule sets forth a correct and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement
          Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance,
          employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism
          therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (A) any current or former employee or director of the Company
          or any of the Company Subsidiaries (the “Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Company
          Subsidiaries or (B) the Company or any Company Subsidiary has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements are collectively referred herein to as the “Benefit

              Plans.”

         

        (ii)       (A) Each Benefit Plan has been established and administered in all material respects in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code
          and other Laws; (B) no “reportable event” (as such term is defined in Section 4043 of ERISA) that could reasonably be expected to result in material liability has occurred with respect to any Benefit Plan, and (C) no non-exempt “prohibited
          transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has been engaged in by the Company or any Company Subsidiary with respect to any Benefit Plan that has or is expected to result in any material liability
          or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)).

         

        (iii)       The Company and the Company Subsidiaries will be in compliance, as of the Closing Date, with Sections 111 and 302 of the Emergency Economic Stabilization Act of 2008, as amended by
          the U.S. American Recovery and Reinvestment Act of 2009, including all guidance issued thereunder by a Governmental Entity (collectively “EESA”).

         

        
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        (iv)      None of the Company or any Company Subsidiary or any trade or business, whether or not incorporated (an “ERISA Affiliate”), all of which
          together with the Company or any Company Subsidiary would be deemed a “single employer” within the meaning of Section 4001 of ERISA, has, at any time during the last six years, contributed to or been obligated to contribute to any plan that is
          (i) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan
          that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; and none of Company and the Company Subsidiaries nor any of their respective ERISA Affiliates has incurred
          any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

         

        (v)        Neither the Company nor any Company Subsidiary has any material unfunded liabilities existing under or in connection with any Benefit Plan, and each such Benefit Plan has been
          established and administered in all respects in accordance with its terms, and in compliance with applicable law, except where failure to be in compliance would not reasonably be expected to result in, individually or in the aggregate, a Material
          Adverse Effect.

         

        (vi)       Neither the execution of the Transaction Agreements nor the consummation of the transactions contemplated hereby and thereby could (either alone or in conjunction with any other
          event) reasonably be expected to result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any Company Subsidiary.

         

        (w)        Taxes.  All material Tax Returns required to be filed by, or on behalf of, the Company or the Company
          Subsidiaries have been timely filed, or will be timely filed, in accordance with all Laws, and all such Tax Returns are, or will be at the time of filing, complete and correct in all material respects.  The Company and the Company Subsidiaries
          have timely paid all material Taxes due and payable (whether or not shown on such Tax Returns), or, where payment is not yet due, have made adequate financial statement provisions therefor in accordance with GAAP.  Neither the Company nor any of
          the Company subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations Section 1.6011-4.  There are no Liens with respect to Taxes upon any of the assets or properties of either the Company or the
          Company Subsidiaries other than with respect to Taxes not yet due and payable.  As of the date of this Agreement, there are not pending or threatened in writing, any audits, examinations, investigations or other proceedings initiated by the
          Internal Revenue Service in respect of U.S. federal income tax matters.  None of the Company or any of the Company Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year
          period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law).  The Company and each Company Subsidiary is, and has been since the date of its
          formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any Company Subsidiary has elected pursuant to the Code to be treated as a Subchapter S corporation pursuant to Section 1362(a) of the Code, nor has it
          made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have, or be reasonably expected to result in, individually
          or in the aggregate, a Material Adverse Effect.

         

        
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        (x)          Labor.

         

        (i)       Employees of the Company and the Company Subsidiaries are not represented by any labor union nor are any collective bargaining agreements otherwise in effect with respect to such
          employees.  No labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions presently
          pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, nor have there been in the last three years.  There are no strikes, work stoppages, slowdowns, labor
          picketing lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any Company Subsidiary, nor have there been any in the
          past year.

         

        (ii)         Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and the Company Subsidiaries are in compliance with all
          federal and state Laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in
          employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes.

         

        (iii)      There is no charge or complaint pending or threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices or other unlawful
          employment practices by the Company or any Company Subsidiary.

         

        (iv)        To the Knowledge of the Company, since December 31, 2017, (i) no allegations of sexual harassment or misconduct have been made against (A) an officer of the Company or any of the
          Company Subsidiaries, (B) a member of the board of directors of the Company or any of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries with a total annual compensation opportunity in excess of $75,000
          and (ii) neither the Company nor any of the Company Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or misconduct by (A) an officer of the Company or any of the Company Subsidiaries, (B) a
          member of the board of directors of the Company or any of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries with a total annual compensation opportunity in excess of $75,000.

         

        (y)         Brokers and Finders.  Except as Previously Disclosed, neither the Company nor any of its officers, directors, employees or agents has
          employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Company in connection with this Agreement or
          the transactions contemplated hereby.

         

        (z)          Offering of Securities.

         

        (i)         Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the
          integration of such offering with the offering of any of the Shares to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the SEC promulgated thereunder) which would subject the offering, issuance or
          sale of any of the Shares to be issued pursuant to this Agreement to be subject to the registration requirements of the Securities Act.  Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general
          solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Shares pursuant to the transactions contemplated by this Agreement.  Assuming the accuracy of the
          Investor’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor.

         

        
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        (ii)         The Company is not disqualified from relying on Rule 506 of Regulation D (“Rule 506”) under the Securities Act for any of the reasons stated
          in Rule 506(d) (each such reason, a “Disqualification Event”) in connection with the issuance and sale of the Shares to the Investor.  The Company has furnished the Investor, a reasonable time prior to the
          date hereof, a description in writing of any matters that would have triggered disqualification under Rule 506(d) but which occurred before September 23, 2013, in each case, in compliance with the disclosure requirements of Rule 506(e).

         

        (aa)      Affiliate Transactions.  No officer, director, five percent (5%) stockholder or other Affiliate of the Company (or any Company
          Subsidiary), or any individual who, to the Knowledge of the Company, is related by marriage or adoption to or shares the same home as any such Person, or any entity which, to the Knowledge of the Company, is controlled by any such Person
          (collectively, an “Insider”), is a party to any contract or transaction with the Company (or any Company Subsidiary) which pertains to the business of the Company (or any Company Subsidiary) or has
          any interest in any property, real or personal or mixed, tangible or intangible, used in or pertaining to the business of the Company or any Company Subsidiary.  The foregoing representation and warranty does not include deposit accounts of an
          Insider at the Company or any Company Subsidiary or loans of $250,000 or less made in the ordinary course of business to Insiders in compliance with Regulation O and other applicable Law.

         

        (bb)        Private Placement.  Assuming the accuracy of the Investor’s representations and warranties set forth in Section 2.3 of this Agreement,
          no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor.  Assuming the Stockholder Approval is obtained (if required), the issuance and sale of the Shares hereunder does not
          contravene the rules and regulations of the Nasdaq Stock Market.

         

        (cc)        Listing and Maintenance Requirements.  The Company’s Voting Common Stock is (and at the Closing, the Class A Common Stock will be)
          registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Voting Common Stock under the Exchange Act nor has the Company received any notification that the SEC is
          contemplating terminating such registration.  The Company has not, in the 12 months preceding the date hereof, received written notice from the Nasdaq Stock Market to the effect that the Company is not in compliance with the listing or
          maintenance requirements of the Nasdaq Stock Market.

         

        (dd)        Investment Company.  Neither the Company nor any of the Company Subsidiaries is required to be registered as, and is not an Affiliate
          of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

         

        
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        (ee)        Acknowledgment Regarding the Investor’s Purchase of Shares.  The Company acknowledges and agrees that the Investor is acting solely in
          the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby.  The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any
          similar capacity) with respect to this Agreement, the transactions contemplated hereby and the Concurrent Other Transactions and any advice given by the Investor or any of its representatives or agents in connection with this Agreement, the
          transactions contemplated hereby and the Concurrent Other Transactions is merely incidental to Investor’s purchase of the Shares.

         

        (ff)         No General Solicitation or General Advertising.  Neither the Company nor any person acting on its behalf has engaged or will engage in
          any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Shares.

         

        (gg)        Shell Company Status.  The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.

         

        (hh)        Valid Issuance of Shares.  The Shares sold and delivered in accordance with the terms hereof
          for the consideration expressed herein will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.  Assuming the
          accuracy of the representations and warranties of the Investor set forth in Section 2.3, the Shares will be issued in compliance with all applicable federal and state securities laws.

         

        (ii)        No Reliance.  The Company has not relied on any representation or warranty in connection with the Investment other than those contained
          in this Agreement.

         

        2.3         Representations and
              Warranties of the Investor.   Except as Previously Disclosed, the Investor hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date (except for the representations and warranties that are as
          of a specific date which are made as of that date) that: 

         

        (a)          Organization and Authority.  The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction
          of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would
          be reasonably expected to materially and adversely impair or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

         

        (b)          Authorization; No Conflicts. 

         

        (i)       The Investor has the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution, delivery and performance of this
          Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its board of directors, general partner or managing members, investment committee, investment adviser or other authorized person, as the case may
          be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required.  This Agreement has been duly and validly executed and delivered by the Investor and, assuming due
          authorization, execution and delivery by the Company is the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms (except as enforcement 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).

         

        
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        (ii)        Neither the execution, delivery and performance by the Investor of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Investor with
          any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the
          termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of the Investor under any of the terms, conditions or
          provisions of (1) its articles of incorporation or bylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
          other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) violate any Law applicable to the Investor
          or any of its properties or assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect the Investor’s ability to perform its obligations
          under this Agreement or consummate the transactions contemplated hereby on a timely basis.

         

        (c)          Governmental Consents.  Except as set forth in the Disclosure Schedule, no Governmental Consents are necessary for the execution and
          delivery of this Agreement or for the purchase by the Investor of the Shares pursuant to this Agreement.

         

        (d)         Purchase for Investment; Accredited Investor Status; Pre-Existing Relationship.  The Investor acknowledges that the Shares to be
          purchased by the Investor pursuant to this Agreement have not been registered under the Securities Act or under any state securities laws and may not be resold or transferred by the Investor without such registration or appropriate reliance on
          any available exemption from such requirements.  The Investor (i) is acquiring the Shares pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws solely for investment with no present
          intention to distribute any of the Shares to any Person, (ii) will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable
          securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment
          decision and (iv) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act), (vi) is aware that the Company has entered into the Merger Agreement pursuant to which it is required to file with the SEC a
          Registration Statement on Form S-4 (the “Registration Statement”), and (vi) began discussions regarding the potential for the Investment by this Agreement with representatives of the Company before
          the Registration Statement was filed with the SEC and Investor’s purchase of the Shares was not solicited by the Registration Statement or any other filing made by the Company with the SEC.

         

        
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        (e)          Brokers and Finders.  Neither the Investor, nor its Affiliates nor any of their respective officers or directors, has employed any
          broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Investor in connection with this Agreement or the
          transactions contemplated hereby.

         

        (f)          Access to Information.  The Investor acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed
          necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the
          Company Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information
          that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Investment; and (iv) the opportunity to ask questions of management of the Company.

         

        (g)        No Reliance.  The Investor has not relied on any representation or warranty made by any Person by or on behalf of the Company,
          including, without limitation, the Placement Agents, in connection with the Investment other than those contained in this Agreement.

         

        (h)          Placement Agents.  The Investor acknowledges that the Placement Agents have not performed any due diligence review on behalf of the
          Investor.  Furthermore, the Investor will purchase the Shares directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer has any obligation to make a market in the
          Common Stock.

         

        (i)          Accuracy of Representations.  The Investor understands that each of the Placement Agents and the Company will rely upon the truth and
          accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement and agrees that if any of the representations or acknowledgements made by it are no longer accurate as
          of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Placement Agents and the Company.

         

        ARTICLE 3.

          

          COVENANTS

         

        3.1        Conduct of Business
              Prior to Closing.  Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company
          shall, and the Company shall cause each Company Subsidiary to: 

         

        
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        (a)           use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practice; and

         

        (b)         use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company
          Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board
          of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.

         

        3.2         Use of Proceeds. 

          The proceeds received by the Company from the sale of the Shares contemplated hereunder (net of any applicable costs and expenses) will be used in a manner consistent in all material respects with the capital
          deployment plan provided by the Company to the Investor prior to the execution of this Agreement; provided that the Company shall not use such proceeds to repurchase or redeem any Capital Stock held by other existing shareholders of the Company
          or any Company Subsidiary. 

         

        3.3       Regulatory Filings.  The Company shall
          make all filings pursuant to any applicable state securities laws and Regulation D of the Securities Act that are required to be made in connection with the Closing. 

         

        3.4         Confidentiality. 



          The Investor acknowledges that the information being provided to it in connection with the transactions contemplated hereby includes confidential information that has not been publicly disclosed and agrees to maintain the confidentiality of the
          information with the same degree of care that it uses to protect its own confidential information. 

         

        3.5         Publicity. 
          The Company shall not publicly disclose the financial or other terms of the transactions contemplated hereby or the name of any Investor or any Affiliate or investment adviser of any Investor, or include the name of any Investor or any Affiliate
          or investment adviser of any Investor in any press release or filing with the SEC or the Nasdaq Stock Market and shall not use any names, trademarks, service marks or trade names of the Investor or its Affiliates in any form of advertising and
          publicity or public statements, without the prior written consent of such Investor, except (i) as required by federal securities law in connection with the filing of final transaction documents with the SEC or (ii) to the extent such disclosure
          is required by applicable law, at the request of the staff of the SEC or at the request of the Nasdaq Stock Market regulations, in which case the Company shall provide each such Investor with prior written notice of such disclosure and the form
          of such disclosure shall be subject to the approval of such Investor, such approval not to be unreasonably withheld or delayed. 

         

        
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        3.6         Commercially Reasonable Efforts.  Upon the terms and subject to the conditions herein provided,
          except as otherwise provided in this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other Party in
          doing all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including but not limited to: (a) the satisfaction of the conditions precedent to the obligations of the
          Parties; (b) the obtaining of applicable Governmental Consents, and consents, waivers and approvals of any other third parties; (c) defending of any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging
          this Agreement or the performance of the obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other Party may reasonably request in order to carry out the intent of this
          Agreement.  Notwithstanding the foregoing, under no circumstances will the Investor be required to disclose to the Company, the Company Subsidiaries or any third party any information the disclosure of which is prohibited by Law, nor shall it be
          required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Government Entity that are determined by the Investor in its sole discretion to be unduly burdensome, other than customary passivity
          commitments, in order to consummate and make effective the transactions contemplated hereby. 

         

        3.7          Legend.

         

        (a)        The Investor agrees that all certificates or other instruments representing the Shares subject to this Agreement shall bear legends substantially to the following effect, until such
          time as they are not required under Section 3.7(b)

         

        “THE SHARES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,
          SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”

         

        (b)          Upon request of the Investor, the Company shall promptly cause such legends to be removed from any certificate for any Shares to be so transferred if such
          Shares are being transferred pursuant to an exemption from the registration securities requirements of the Securities Act and applicable state Laws, subject to receipt by the Company of an opinion of counsel for the Investor reasonably
          satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws.  The Investor acknowledges that the sale of the Shares provided for herein has not been registered under the
          Securities Act or under any state securities Laws and agrees that it shall not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other
          applicable securities Laws.

         

        3.8         Exchange Listing. 

          The Company shall use its reasonable best efforts to cause the Shares to be approved for listing on the Nasdaq Stock Market as promptly as possible. 

         

        3.9         Authorized Shares. 

          The Company will at all times reserve, free of any preemptive or similar rights of stockholders of the Company, a number of unissued shares of Class A Common Stock, sufficient to convert automatically, in accordance with the terms of the
          certificate of incorporation of the Company, all of the shares of Class C Common Stock then outstanding. 

         

        
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        3.10       Rule 144 Reporting. 

          With a view to making available to the Investor the benefits of certain rules and regulations of the SEC which may permit the sale of the Shares by the Investor without registration under the Securities Act upon compliance with the initial
          holding period and other applicable requirements of Rule 144 under the Securities Act, the Company agrees to use its reasonable best efforts to: 

         

        (i)         make and keep adequate current public information with respect to the Company available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule
          promulgated under the Securities Act, at all times after the effective date of this Agreement;

         

        (ii)        so long as the Investor owns any of the Shares, furnish to the Investor forthwith upon request: (A) a written statement by the Company as to its compliance with the reporting
          requirements of Rule 144 under the Securities Act, and of the Exchange Act; (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents as the Investor may reasonably request in availing
          itself of any rule or regulation of the SEC allowing it to sell any of the Shares without registration; and

         

        (iii)       to take such further action as the Investor may reasonably request, all to the extent required from time to time to enable the Investor to sell Shares without registration under the
          Securities Act.

         

        3.11        Exchange Rights;
              Co-Redemption Rights. 

         

        (a)         The Investor shall have the right from time to time to exchange any of the shares of Class A Common Stock acquired by the Investor hereunder for Class C
          Common Stock in order to reduce its ownership of voting common stock to less than 4.50% of the then outstanding shares of Class A Common Stock.  If the Investor transfers shares of Class C Common Stock held by the Investor to a Person other than
          the Investor or an Affiliate of the Investor in a transaction that complies with the applicable terms and conditions set forth in the Company’s certificate of incorporation, including the restrictions on transfer contained therein that are
          intended to cause such shares to qualify as non-voting shares under the applicable requirements and policies of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance
          Corporation or any other regulatory body having jurisdiction over the Company or the Bank, then such shares shall immediately and without any further action on the part of any Person, automatically convert into shares of Class A Common Stock. 
          Any shares of Class C Common Stock received by the Investor or any Affiliate of the Investor pursuant to this Section 3.11(a) shall be subject to the restrictions set forth in the provisions of the Company’s certificate of incorporation relating
          to the Class C Common Stock.

         

        
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        (b)          Should the Company at any time and for any reason propose to retire or repurchase shares of its outstanding Class A Common Stock or Class C Common Stock, the Company shall give the
          Investor thirty (30) days’ prior written notice of such proposed action.  Such notice shall specify the number of outstanding shares of Class A Common Stock or Class C Common Stock, as applicable, prior to such retirement or repurchase, and the
          number of outstanding shares of Class A Common Stock or Class C Common Stock, as applicable, that would be outstanding after giving effect to such retirement or repurchase.  Upon receipt of such notice, the Investor shall have the right to sell
          to the Company, at the same price per share as that at which the Company proposes to retire or repurchase its other outstanding shares of Class A Common Stock or Class C Common Stock, the minimum number of shares of Class A Common Stock and Class
          C Common Stock, as applicable, that would result in the Investor and its Affiliates owning less than 4.50% of the then outstanding shares of Class A Common Stock and less than 10% of the total stockholders’ equity of the Company, as applicable,
          after giving effect to such retirement or repurchase and such sale by the Investor to the Company; provided, that (i) the Company shall not be required hereby to purchase from the Investor more shares of Class A Common Stock and Class C Common
          Stock, as applicable, than were indicated in its notice of desired purchase sent to the Investor, (ii) the Company may decide, after having given such a notice, not to repurchase or retire any shares of Class A Common Stock or Class C Common
          Stock, as applicable, and (iii) the Investor’s right to sell shares of Class A Common Stock and Class C Common Stock, as applicable, pursuant hereto shall be subject to pro rata reduction to the extent that CJA Private Equity Financial
          Restructuring Master Fund I L.P. and its affiliates, and National Community Investment Fund and its Affiliates, exercise the similar sale rights granted to them by the Company pursuant to agreements that are in effect as of the date hereof, based
          on the respective numbers of shares of Class A Common Stock or Class C Common Stock, as applicable, requested to be sold by each.  Within ten (10) days after the receipt of such notice by the Investor, the Investor shall notify the Company in
          writing of its intention to exercise its rights to sell shares of Class A Common Stock and Class C Common Stock, as applicable, to the Company pursuant to this Section 3.11(b), which shall include the number of shares of Class A Common Stock and
          Class C Common Stock to be sold by the Investor to the Company in accordance with this Section 3.11, the record and beneficial owner of such shares and the proposed closing date, which date, unless otherwise agreed by the Company, shall be no
          later than the business day preceding the date of the retirement or repurchase.  The rights of the Investor provided in this Section 3.11(b) shall remain in effect for so long as the Investor and its Affiliates have beneficial ownership of any
          shares of the Company’s outstanding Class A Common Stock or Class C Common Stock.  The provisions of this Section 3.11 shall apply on an as-converted basis to any Class C Common Stock theretofore issued in exchange for Class A Common Stock at the
          request of the Investor.

         

        ARTICLE 4.

          

          TERMINATION

         

        4.1          Termination. 



          This Agreement may be terminated prior to the Closing: 

         

        (a)          by mutual written agreement of the Company and the Investor;

         

        
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        (b)        by either Party, upon written notice to the other Party in the event that the Closing does not occur on or before September 1, 2021; provided, however, that the right
          to terminate this Agreement pursuant to this Section 4.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to
          occur on or prior to such date;

         

        (c)          by either Party, upon written notice to the other Party, (i) in the event that Stockholder Approval is required under applicable Law or the rules and regulations of the Nasdaq Stock
          Market, but has not been obtained on or prior to the closing date of the Merger or (ii) the Authorized Shares Increase Approval has not been obtained on or prior to the closing date of the Merger;

         

        (d)          by the Investor, upon written notice to the Company, if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or
          any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 1.2(c)(ii)(A) would not be satisfied and (ii) such breach or condition is not curable or, if curable, is not cured prior to the date
          that would otherwise be the Closing Date in the absence of such breach or condition; provided that this Section 4.1(d) shall only apply if the Investor is not in material breach of any of the terms of this Agreement;

         

        (e)          by the Company, upon written notice to the Investor, if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Investor in this Agreement, or
          any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 1.2(c)(iii)(A) would not be satisfied and (ii) such breach or condition is not curable or, if curable, is not cured prior to the
          date that would otherwise be the Closing Date in absence of such breach or condition; provided that this Section 4.1(e) shall only apply if the Company is not in material breach of any of the terms of this Agreement; or

         

        (f)         by any Party, upon written notice to the other Party, in the event that any Governmental Entity shall have issued any order, decree or injunction or taken any other action
          restraining, enjoining or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non-appealable.

         

        4.2        Effects of Termination. 

          In the event of any termination of this Agreement as provided in Section 4.1, this Agreement (other than Section 3.4, this Article 4 and Article 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void
          and of no further force and effect; provided, that nothing herein shall relieve any Party from liability for fraud or willful breach of this Agreement. 

         

        ARTICLE 5.

          

          INDEMNITY

         

        5.1          Indemnification by
              the Company. 

         

        (a)         After the Closing, and subject to Sections 5.1(b), 5.3 and 5.4, the Company shall indemnify, defend and hold harmless to the fullest extent permitted by Law the Investor and its
          Affiliates, and their respective successors and assigns, officers, directors, partners, members and employees, as applicable, (the “Investor Indemnified Parties”) against and from, and reimburse any
          of the Investor Indemnified Parties for, all Losses that any of the Investor Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (1) the inaccuracy or breach of any representation or
          warranty made by the Company in this Agreement or any certificate delivered pursuant hereto or (2) any breach or failure by the Company to perform any of its covenants or agreements contained in this Agreement.  Notwithstanding anything herein to
          the contrary, the obligations of the Company under this Section 5.1(a) shall not be applicable to or inure to the benefit of any transferee of the Common Stock sold pursuant to this Agreement who is not an Affiliate of the Investor.

         

        
          27

          
            


        

        (b)          Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless any of the Investor Indemnified Parties against, or
          reimburse any of the Investor Indemnified Parties for, any Losses pursuant to Section 5.1(a) (other than Losses arising out of the inaccuracy or breach of any Company Specified Representations) until the aggregate amount of the Investor
          Indemnified Parties’ Losses for which the Investor Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a) exceeds $100,000 (the “Threshold Amount”),
          upon the occurrence of which the Company shall be obligated for all of the Investor Indemnified Parties’ Losses for which the Investor Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 5.1(a). 
          Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the Investor Indemnified Parties against, or reimburse the Investor Indemnified Parties for, any Losses pursuant to
          Section 5.1(a) in a cumulative aggregate amount exceeding the Purchase Price paid by the Investor to the Company pursuant to Section 1.1.

         

        (c)         For purposes of Section 5.1(a), in determining whether there has been a breach of a representation or warranty, the Parties hereto shall ignore any “materiality,” “Material Adverse
          Effect” or similar qualifications.

         

        5.2          Indemnification by
              the Investor. 

         

        (a)          After the Closing, and subject to Sections 5.2(b), 5.3 and 5.4, the Investor shall indemnify, defend and hold harmless to the fullest extent permitted by Law the Company and its
          respective Affiliates and their respective successors and assigns, officers, directors, partners, members, employees, representatives and agents (collectively, the “Company Indemnified Parties”)
          against and from, and reimburse any of the Company Indemnified Parties for, all Losses that the Company Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with (1) the inaccuracy or breach
          of any representation or warranty made by the Investor in this Agreement or any certificate delivered pursuant hereto or (2) any breach or failure by such Investor to perform any of its covenants or agreements contained in this Agreement.

         

        (b)          Notwithstanding anything to the contrary contained herein, the Investor shall not be required to indemnify, defend or hold harmless any of the Company Indemnified Parties against, or
          reimburse any of the Company Indemnified Parties for any Losses pursuant to Section 5.2(a)(1) until the aggregate amount of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally determined to be otherwise
          entitled to indemnification under Section 5.2(a) exceeds the Threshold Amount, upon the occurrence of which the Investor shall be obligated for all of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally
          determined to be otherwise entitled to indemnification under Section 5.2(a)(1).  Notwithstanding anything to the contrary contained herein, the Investor shall not be required to indemnify, defend or hold harmless the Company Indemnified Parties
          against, or reimburse the Company Indemnified Parties for, any Losses pursuant to Section 5.2(a)(1) in a cumulative aggregate amount exceeding the Purchase Price paid by the Investor to the Company pursuant to Section 1.1 hereof.

         

        
          28

          
            


        

        (c)          For purposes of Section 5.2(a), in determining whether there has been a breach of a representation or warranty, the Parties shall ignore any “materiality” or similar qualifications.

         

        5.3          Notification of
              Claims. 

         

        (a)         Any Person that may be entitled to be indemnified under this Article 5 (the “Indemnified Party”) shall promptly notify the party or
          parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand
          by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the
          Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the
          failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure.  The Parties agree that notices
          for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement;
          provided, that if, prior to such applicable date, a Party hereto shall have notified the other Party hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal
          legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

         

        
          29

          
            


        

        (b)          Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 5.3(a) in respect of a Third Party Claim, the Indemnifying Party may, by notice to the
          Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, assume the defense and control of any Third Party Claim, with its own counsel reasonably acceptable to the Indemnified Party and at
          its own expense.  The Indemnified Party shall have the right to employ counsel on its own behalf for, and otherwise participate in the defense of, any such Third Party Claim, but the fees and expenses of its counsel will be at its own expense
          unless (A) the employment of counsel by the Indemnified Party at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, (B) the Indemnified Party reasonably believes there may be a conflict of interest between
          the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim, (C) the Indemnified Party reasonably believes there are legal defenses available to it that are different from, additional to or
          inconsistent with those available to the Indemnifying Party, or (D) the Indemnifying Party has not in fact employed counsel to assume the defense of such Third Party Claim within a reasonable time after receipt of notice of the commencement of
          such Third Party Claim, in each of which cases the fees and expenses of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party; provided, however, that in the event that the Company is required to assume the fees and
          expenses of such Investor Indemnified Party’s counsel in accordance with the foregoing and such Investor Indemnified Party is similarly situated with any other “Investor Indemnified Party” under any of the other stock purchase agreements with
          respect to any Third Party Claim, and does not have any conflict of interest with such Person in the conduct of the defense of such Third Party Claim or have legal defenses available to it that are different from, additional to or inconsistent
          with those available to such Person, such Investor Indemnified Party shall be required to employ the same counsel as such Person and the Company shall be responsible for the fees and expenses of only one such counsel for such Investor Indemnified
          Party and such other Person or Persons (assuming any of clauses (A) through (D) above is satisfied).  The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice
          from the Indemnifying Party as contemplated by the immediately preceding sentence.  The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, use reasonable best efforts to cooperate with the Indemnifying Party
          in the defense of any Third Party Claim.  The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to a settlement, compromise or discharge of, or
          the entry of any judgment arising from, any Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment does not involve any statement, finding or admission of any fault, culpability, failure to act, violation of Law
          or admission of any wrongdoing by or on behalf of the Indemnified Party, and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or
          judgment (unless otherwise provided in such judgment), (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct
          of any Indemnified Party’s business and (iii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each Indemnified Party in form and
          substance reasonably satisfactory to such Indemnified Party from any and all liabilities in respect of such Third Party Claim.  An Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or
          demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably
          withheld or delayed); provided, that such consent shall not be required if the Indemnifying Party has not fulfilled any material obligations under this Section 5.3(b).

         

        
          (c)          In the event any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 5.3(a) that does not involve a Third Party Claim, the
            Indemnifying Party shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this Agreement.  The Indemnified
            Party shall reasonably cooperate with and assist the Indemnifying Party in determining the validity of any such claim for indemnity by the Indemnified Party.

        

         

        

        
          30

          
            


        

        5.4         Indemnification
              Payment.  In the event a claim or any Action for indemnification hereunder has been finally determined, the amount of such final determination shall be paid by the Indemnifying Party to the Indemnified Party on demand in
          immediately available funds.  A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Agreement when the Parties have so determined by mutual agreement or,
          if disputed, when a final non-appealable judicial order has been entered into with respect to such claim or Action. 

         

        5.5        Exclusive Remedies. 

          Subject to Section 6.14, each Party acknowledges and agrees that following the Closing, the indemnification provisions hereunder shall be the sole and exclusive remedies of the Parties for any breach of the representations, warranties or
          covenants contained in this Agreement.  No investigation of the Company by the Investor, or of the Investor by the Company, whether prior to or after the date of this Agreement, shall limit any Indemnified Party’s exercise of any right hereunder
          or be deemed to be a waiver of any such right.  The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law. 

         

        ARTICLE 6.

          

          MISCELLANEOUS

         

        6.1         Survival. 
          The representations and warranties of the Parties contained in this Agreement shall survive in full force and effect until the date that is fifteen (15) months after the Closing Date (or until final resolution of any claim or action arising from
          the breach of any such representation and warranty, if notice of such breach was provided prior to the end of such period), at which time they shall terminate and no claims shall be made for indemnification under Section 5.1 or Section 5.2, as
          applicable, for breaches of representations or warranties thereafter, except the Company Specified Representations (other than the representations and warranties made in Section 2.2(v), which shall survive until the expiration of the applicable
          statute of limitations) and the Investor Specified Representations shall survive the Closing indefinitely.  The covenants and agreements set forth in this Agreement shall survive until the expiration of any applicable statute of limitations or
          until performed or no longer operative in accordance with their respective terms.  Notwithstanding the foregoing, the Company Specified Representations shall survive for the period of the applicable statute of limitations. 

         

        6.2        Other Definitions. 

          Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or
          instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time.  In addition, the following terms shall have the meanings assigned to them below: 

         

        
          31

          
            


        

        (a)         the term “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common
          control with, such other Person provided that no security holder of the Company shall be deemed to be an Affiliate of any other security holder or of the Company or any of the Company Subsidiaries solely by reason of any investment in the Company
          and, for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled

              by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies
          of such Person, whether through the ownership of voting securities, by contract or otherwise;

         

        (b)        the term “Agency” means the Federal Housing Administration, the Federal Home Loan Mortgage Corporation, the Farmers Home Administration
          (now known as Rural Housing and Community Development Services), the Federal National Mortgage Association, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S. Department of Agriculture or any other federal or
          state agency with authority to (i) determine any investment, origination, lending or servicing requirements with regard to mortgage loans originated, purchased or serviced by the Company or (ii) originate, purchase, or service mortgage loans, or
          otherwise promote mortgage lending, including state and local housing finance authorities;

         

        (c)          the term “Board of Directors” means the Board of Directors of the Company;

         

        (d)          the term “Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking
          institutions in the State of New York or in the State of California generally are authorized or required by Law or other governmental actions to close;

         

        (e)          the term “Capital Stock” means the capital stock or other applicable type of equity interest in a Person;

         

        (f)           the term “Code” means the Internal Revenue Code of 1986, as amended;

         

        (g)        the term “Company Specified Representations” means the representations and warranties made in Section 2.2(a), Section 2.2(b),
          Section 2.2(c), Section 2.2(d), Section 2.2(x), Section 2.2(z) and Section 2.2(hh);

         

        (h)        the term “Disclosure Schedule” shall mean a schedule delivered, on or prior to the date of this Agreement, by (i) the Investor to the
          Company and (ii) the Company to the Investor setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception
          to one or more representations or warranties contained in Section 2.2 with respect to the Company, or in Section 2.3 with respect to the Investor, or to one or more covenants contained in Article 3;

         

        (i)           the term “GAAP” means United States generally accepted accounting principles and practices as in effect from time to time;

         

        (j)           the term “Governmental Consent” means any notice to, registration, qualification, designation, declaration or filing with, exemption
          or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

         

        
          32

          
            


        

        (k)      the term “Governmental Entity” means any court, administrative agency or commission or other governmental authority or instrumentality,
          whether federal, state, local or foreign, and any applicable industry self-regulatory organization or securities exchange;

         

        (l)          the term “Insurer” means a Person who insures or guarantees for the benefit of the mortgagee all or any portion of the risk of loss
          upon borrower default on any of the mortgage loans originated, purchased or serviced by the Bank, including the Federal Housing Administration, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S. Department of
          Agriculture and any private mortgage insurer, and providers of hazard, title or other insurance with respect to such mortgage loans or the related collateral;

         

        (m)        the term “Investor Specified Representations” means the representations and warranties made in Section 2.3(b)(i), Section 2.3(d) and
          Section 2.3(f);

         

        (n)         the term “Knowledge” of the Company and words of similar import mean the knowledge of any directors or executive officers of the Company
          listed on the Disclosure Schedule hereto;

         

        (o)       the term “Loan Investor” means any Person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or
          serviced by the Bank or a security backed by or representing an interest in any such mortgage loan;

         

        (p)         the term “Losses” means any and all losses, damages, reasonable costs, reasonable expenses (including reasonable attorneys’ fees and
          disbursements), liabilities, settlement payments, awards, judgments, fines, obligations, claims, and deficiencies of any kind, excluding special, consequential, exemplary and punitive damages;

         

        (q)         the term “Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint
          venture, joint stock company, limited liability company, Governmental Entity or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity;

         

        (r)          the term “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or
          other entity (x) of which such Person or a Subsidiary of such Person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their
          terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such Person and/or one or more Subsidiaries thereof;

         

        (s)         the term “Tax” or “Taxes” means all United States federal, state, local or foreign
          income, profits, estimated, gross receipts, windfall profits, severance, property, intangible property, occupation, production, sales, use, license, excise, emergency excise, franchise, capital gains, capital stock, employment, withholding,
          transfer, stamp, payroll, goods and services, value added, alternative or add-on minimum tax, or any other tax, custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest, penalties,
          fines, related liabilities or additions to tax that may become payable in respect thereof imposed by any Governmental Entity, whether or not disputed;

         

        
          33

          
            


        

        (t)          the term “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to any Taxes
          (including any attached schedules), including, without limitation, any information return, claim or refund, amended return and declaration of estimated Tax;

         

        (u)          the term “Voting Securities” means at any time shares of any class of Capital Stock of the Company, including but not limited to Voting
          Common Stock (or, after giving effect to the Merger Transactions, Class A Common Stock), and Voting Debt that are then entitled to vote generally in the election of directors;

         

        (v)          the word “or” is not exclusive;

         

        (w)         the words “including,” “includes,” “included”
          and “include” are deemed to be followed by the words “without limitation”;

         

        (x)        the terms “herein,” “hereof” and “hereunder”
          and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision; and

         

        (y)       all article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit and schedule references
          not attributed to a particular document shall be references to such exhibits and schedules to this Agreement.

         

        6.3         Amendment and Waivers. 

          The conditions to each Party’s obligation to consummate the Closing are for the sole benefit of such Party and may be waived by such Party in whole or in part to the extent permitted by Law.  No amendment or waiver of any provision of this
          Agreement will be effective against any Party unless it is in a writing signed by a duly authorized officer of such Party. 

         

        6.4      Counterparts and
              Facsimile.  For the convenience of the Parties, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together
          constitute the same agreement.  Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles shall be deemed as sufficient as if manually signed signature pages had been delivered. 

         

        6.5         Governing Law. 

          This Agreement will be governed by and construed in accordance with the Laws of the State of California applicable to contracts made and to be performed entirely within such State. 

         

        6.6      WAIVER OF JURY TRIAL. 

          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVESTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER
          BASED ON CONTRACT, EQUITY, TORT OR ANY OTHER THEORY.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN BY INVESTOR, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 

         

        
          34

          
            


        

        6.7         Notices. 
          Any notice, request, instruction or other document to be given hereunder by any Party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon
          confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third Business Day following the date of mailing if delivered by registered or certified
          mail, return receipt requested, postage prepaid, provided that any such notice, request, instruction or other document to be given hereunder shall not be deemed to have been duly given unless and until it is sent via electronic mail to the
          recipient thereof.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice. 

         

        (a)          If to the Investor:

         

        First Republic Bank

          Attn: Michael J. Roffler

          111 Pine Street

        San Francisco, CA 94111

        

        

        (b)          If to the Company:

         

        Broadway Financial Corporation

          5055 Wilshire Boulevard, Suite 500

          Los Angeles, California 90036

          Attn: Brenda Battey,

        Chief Financial Officer

        Email: bbattey@broadwayfederalbank.com

         

        with a copy (which copy shall not constitute notice) to:

         

        Arnold & Porter LLP

        777 South Figueroa Street,

          44th Floor

        Los Angeles, California 90017

          Attn: James R. Walther, Esq.

          Fax: (213) 243-4199

        Email: James.Walther@arnoldporter.com

         

        6.8      Entire Agreement. 

          This Agreement constitutes the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, inducements or conditions, both written and oral, among the Parties, with respect to the subject matter
          hereof and thereof. 

         

        
          35

          
            


        

        6.9         Successors and Assigns. 

          This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, including any purchasers of the Common Stock to be issued pursuant to this Agreement.  The Company shall not assign this
          Agreement or any rights or obligations hereunder without the prior written consent of the Investor.  The Investor may assign some or all of its rights hereunder or thereunder without the consent of the Company to any Affiliate of the Investor,
          and such assignee shall be deemed to be an Investor hereunder with respect to such assigned rights and shall be bound by the terms and conditions of this Agreement that apply to the Investor. 

         

        6.10       Captions. 
          The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. 

         

        6.11       Severability. 

          If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such
          provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal
          substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute
          provision to effect the original intent of the Parties. 

         

        6.12       Third Party
              Beneficiaries.  Nothing contained in this Agreement, expressed or implied, is intended to confer upon any Person other than the Parties, any benefit right or remedies, except that the Placement Agents may rely on the
          representations and warranties contained herein to the same extent as if they were party to this Agreement and the provisions of Sections 5.1 and 5.2 shall inure to the benefit of the Persons referred to in such Sections. 

         

        6.13     Public Announcements. 

          The Investor will not make (and will use its reasonable best efforts to ensure that its Affiliates and representatives do not make) any news release or public disclosure with respect to this Agreement and any of the transactions contemplated
          hereby, without first consulting with the Company and, in each case, also receiving the Company’s consent (which shall not be unreasonably withheld, conditioned or delayed). 

         

        6.14       Specific Performance.  The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms.  It is accordingly agreed
          that the Parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity. 

         

        6.15       No Recourse to Other
              Persons.  This Agreement may only be enforced against the named Parties.  All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this
          Agreement may be made only against the entities that are expressly identified as Parties or that are subject to the terms hereof, and no past, present or future director, officer, employee, incorporator, member, manager, partner, stockholder,
          Affiliate, agent, attorney or representative of any Party (including any person negotiating or executing this Agreement on behalf of a Party) shall have any liability or obligation with respect to this Agreement or with respect to any claim or
          cause of action, whether in tort, contract or otherwise, that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and the transactions contemplated hereby. 

         

        [signature page follows]

          

        
          36

          
            


        

        IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above
          written.

        

        

        BROADWAY FINANCIAL CORPORATION

        

        

        	
                By:

              	 	 	 
	 

              	
                Name:

              	
                Wayne-Kent A. Bradshaw

              
	 

              	
                Title:

              	
                President and Chief Executive Officer

              


        

        

        [Stock Purchase Agreement]

        

        

        
          
            


        

        	 	
                FIRST REPUBLIC BANK

              
	 	 	 
	 	
                By:

              	 	 
	 	 

              	
                Name:

              
	 	
                

                

              	Title:


        

        

        	 	
                Address for notices:

              
	 	 
	 	
                First Republic Bank

              
	 	
                Attn: Michael J. Roffler

              
	 	
                111 Pine Street

              
	 	
                San Francisco, CA 94111

              


        

        

        [Stock Purchase Agreement]

        

        

      

      
        
          


      

      
        
          EXECUTION VERSION

        

        
          INVESTOR’S RIGHTS LETTER AGREEMENT

           

          April 6, 2021

           

          Broadway Financial Corporation

          5055 Wilshire Boulevard

          Suite 500

          Los Angeles, CA 90036

          Attn: Brenda J. Battey

          Executive Vice President & Chief Financial Officer

          

          

          Re:      Investor’s Rights

           

          Ladies and Gentlemen:

           

          Reference is made to that certain Stock Purchase Agreement, dated as of February 19, 2021 (the “Stock Purchase Agreement”), by and between Broadway Financial Corporation, a Delaware
            public benefit corporation (the “Company”) and First Republic Bank, a California state chartered bank (the “Investor”), pursuant to which the Company has issued and delivered to the Investor 1,123,708 shares of Class A Common
            Stock, par value $0.01 per share (the “Class A Common Shares” and, together with the Company’s Class C Common Shares, the “Common Shares”) for the Per Share Purchase Price.  This letter agreement memorializes our agreement
            concerning certain legal compliance matters and certain governance rights that the Company will grant to the Investor effective as of the date hereof in respect of the Investor’s ownership of the Common Shares.  Any capitalized terms used
            herein but not otherwise defined herein shall have their respective meanings as set forth in the Stock Purchase Agreement.

           

          1.          Inspection; Information Rights.

           

          (a)          For so long as the Investor holds an amount of Common Shares equal to at least 50% of the Common Shares acquired by the Investor at
            the Closing of the Stock Purchase Agreement, the Company shall permit the Investor, in a manner designed to not interfere with the normal business operations of the Company, to visit and inspect the Company’s properties, to examine its books of
            account and records and, for so long as the Investor holds any Common Shares, the Company shall permit the Investor to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times during normal business
            hours as may be requested by the Investor upon reasonable advance notice, and subject to any limitations required by applicable law or this letter agreement.

           

          (b)          For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor copies of the Company’s annual CDFI Fund impact metrics reports as soon as reasonably
            practicable after such reports become available.

           

          (c)          For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor the following, unless already available on the United States Securities and
            Exchange Commission’s EDGAR site or successor system:

           

          
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          (i)          as soon as reasonably practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated income statement,
            statement of cash flows and statement of shareholder’s equity and an audited consolidated balance sheet of the Company, together with all related financial notes thereto, in each case prepared in accordance with GAAP;

           

          (ii)       as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company (excluding the fourth quarter of each
            fiscal year), an unaudited consolidated income statement and statement of cash flows and an unaudited consolidated balance sheet as of the end of such fiscal quarter, in each case prepared in accordance with GAAP; and

           

          (iii)        a statement of the total number of outstanding shares of Common Stock of the Company (a “Share Count Statement”) (A) as soon as practicable, but in any
            event within 45 days of the end of each fiscal quarter of the Company (including the fourth fiscal quarter), or at any time as the Investor may reasonably request from time to time, and (B) within 5 business days following any change in the
            number of outstanding shares of Common Stock of the Company (excluding outstanding restricted stock awards) of more than 1% as compared to the most recent Share Count Statement delivered to the Investor.

           

          (iv)        as soon as reasonably practicable reasonably detailed reports with respect to (A) material legal, regulatory or compliance matters of which the Company or the
            Company Subsidiaries is, or is reasonably expected to become, a party or otherwise subject, or any other matters that may reasonably be expected to adversely impact the reputation of the Company or its investors (any such event, an “Adverse
              Compliance/Reputational Matter”) and (B) any event that has caused, or may reasonably be expected to cause, the Company to fail to qualify as a “minority depository institution” (as defined under applicable law);

           

          Notwithstanding anything in this letter agreement to the contrary, the Company shall not be obligated pursuant to Sections 1(a), 1(b) or 1(c)(ii) or (iv) to provide information (1) that it
            reasonably considers to be confidential competitive information or confidential supervisory information, (2) the disclosure of which it  reasonably determines will violate applicable Law (including applicable bank secrecy laws and similar
            legislation), result in the loss of any legal privilege or expose the Company to risk of liability for disclosure of personal information; provided, however, that if the foregoing applies the Company shall use reasonable efforts
            to make substitute disclosure arrangements (including redacting information or making substitute disclosure arrangements) that would enable the provision of such information without disclosing such competitive information, violating such Law or
            losing such privilege, (3) that would be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (4) that would constitute material non-public information for so long as the Company
            is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, unless the Company and the Investor execute a customary confidentiality agreement relating thereto.

           

          
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          2.           OFAC Compliance.  As of and after the date hereof, the Company shall not (and shall cause each Company Subsidiary not to) knowingly directly or indirectly use the proceeds of the sale of the
            Common Shares pursuant to the Stock Purchase Agreement, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person for direct or indirect use, in connection with any sales or
            operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

           

          3.           Avoidance of Control.

           

          (a)          Neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock or other Voting Securities of the
            Company, or securities or rights, options or warrants to purchase Common Stock or other Voting Securities of the Company, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for
            Common Stock or other Voting Securities of the Company, except where, solely with respect to any such redemption, repurchase or recapitalization of the Common Stock, the Investor is given the right to participate in such redemption, repurchase
            or recapitalization to the extent of the Investor’s pro rata proportion), that would cause (i) the Voting Securities “owned” or “controlled,” directly or indirectly, by the Investor or any Affiliate of the
              Investor for purposes of the Bank Holding Company Act, as amended (the “BHC Act”) and its implementing regulations (for the avoidance of doubt, excluding any
              securities owned or controlled in a fiduciary capacity, solely for trading purposes, pursuant to an underwriting commitment, in inventory in connection with market making activities, received in lieu of a debt previously contracted if disposed of within the time required by applicable law, and such other holdings as may not constitute ownership or
              control for purposes of the BHC Act, as determined from time to time by interpretations or guidance from the staff of the Board of Governors of the Federal Reserve (the “Federal Reserve Board”)) to increase above 4.99% of  the Company’s Voting Securities, or (ii) the Investor’s total aggregate ownership of Voting Securities and Nonvoting Securities
            of the Company to exceed 24.9% of the Total Equity of the Company, consistent with the restrictions set forth in the Federal Reserve Board’s guidance for non-controlling equity investments, without the prior written consent of the Investor; provided,
            further, that in the event of a sale, merger, consolidation or other similar transaction involving the Company following the Closing Date, the Company shall not take any action that would cause the Investor to own more than 4.99% of the
            total Voting Securities, or more than 24.9% of the total issued and outstanding equity, of the acquiror or surviving company, as applicable, following consummation of any such transaction.  For the purposes of this letter agreement, “Voting
            Securities” shall have such meaning as defined in 12 CFR 225.2(q)(1); “Nonvoting Securities” shall have such meaning as defined in 12 CFR 225.2(q)(2); and “Total Equity” shall have such meaning as defined in 12
              CFR 225.34, in each case, as may be amended or modified from time to time.

           

          (b)        In the event that the Company breaches its obligations under this Section 3 or believes that it is reasonably likely to breach such obligations, it shall notify the Investor
            as promptly as practicable and shall cooperate in good faith with the Investor to modify any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

           

          
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          4.           Transfer Rights.  Notwithstanding anything to the contrary in this letter agreement, the Investor may at any time and from time to time transfer
            all or any part of its Common Shares to any third party.  Any such transfer will be made in accordance with applicable federal and state securities laws and the Company will provide the Investor with reasonable assistance in effecting any such
            transfer.

           

          5.           Further Assurances.  The Company and the Investor each agree to execute and deliver, or cause its respective Affiliates to execute and deliver, such further documents and instruments and to
            take such further actions as may be necessary or desirable and reasonably requested by the other party to carry out the provisions of this letter agreement and perform the obligations herein in compliance with applicable law.

           

          6.           Assignment.  This letter agreement may not be assigned (in whole or in part) by the Investor without the prior written consent of the Company and any such
            assignment shall be void and of no force or effect.  Notwithstanding the foregoing, this letter agreement may be assigned (in whole or in part) by the Investor to any of its Affiliates that may hold Common Shares from time to time.

           

          7.           Termination.  This letter agreement shall automatically terminate and be of no further force and effect upon (a) the date the Investor and its Affiliates do not own any Common Shares or (b) the
            liquidation, dissolution or winding up of the Company, or execution by the Company of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take passion of the property or assets of the Company.

           

          8.           Miscellaneous.  Sections 6.3 through 6.15 of the Stock Purchase Agreement are incorporated by reference into this letter agreement, mutatis mutandis.

           

          [Signature Page Follows]

           

          
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          The parties have executed this letter agreement as of the date first set forth above.

           

          	 	
                  THE COMPANY:

                
	 	 
	 	
                  BROADWAY FINANCIAL CORPORATION

                


          

          

          	 	
                  By:

                	 


          	 	
                  (Signature)

                


          	 	
                  Name:

                	 


          	 	
                  Title:

                	 


          

          

          [Signature Page to Broadway Financial IRA]

           

          
            
              


          

          	 	
                  THE INVESTOR:

                
	 	 
	 	
                  FIRST REPUBLIC BANK

                


          

          

          	 	
                  By:

                	 


          	 	
                  (Signature)

                


          

          

          	 	
                  Name:

                	 
	 	
                  Title:

                	 


           

          

          [Signature Page to Broadway Financial IRA]