Exhibit 10.1


 


VOTING AND SUPPORT AGREEMENT


 


VOTING AND SUPPORT AGREEMENT dated as of October 5, 2016 (this
“Agreement”) by and between Salem Five Bancorp, a Massachusetts mutual holding company (“Parent”),
and the individual or entity whose name appears in the signature block to this Agreement (the “Stockholder”).


 


W I T N E S S E T H:


 


WHEREAS,
concurrently with the execution of this Agreement, Georgetown Bancorp, Inc., a Maryland corporation (the
“Company”), Parent, and [Merger Sub], a Maryland corporation and wholly owned subsidiary of Parent (“Merger
Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated
or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, each
outstanding share of common stock, par value $0.01 per share, of the Company (the “Company Stock”) will be converted
into the right to receive the Merger Consideration, as specified in the Merger Agreement;


 


WHEREAS, as of the date hereof, the Stockholder is the Beneficial
Owner (as defined herein) of such Stockholder’s Existing Shares (as defined herein);


 


WHEREAS, as a condition and inducement to Parent entering into
the Merger Agreement, Parent has required that the Stockholder agree, and the Stockholder has agreed, to enter into this Agreement
and abide by the covenants and obligations with respect to such Stockholder’s Covered Shares (as defined herein); and


 


WHEREAS, the Board of Directors of the Company has adopted the
Merger Agreement and approved the transactions contemplated thereby, understanding that the execution and delivery of this Agreement
by the Stockholder, together with the voting and support agreements concurrently entered into by certain other stockholders of
the Company (collectively, the “Covered Stockholders”), is a material inducement and condition to Parent’s
willingness to enter into the Merger Agreement.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


Article
I

General


 


Section
1.1           Defined Terms. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. The following capitalized terms, as
used in this Agreement, shall have the following meanings:


 


“Affiliate” of a specified
Person is any Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person;
provided that, for


 




    	 	 	 



     


    

 


purposes of this Agreement, in no event shall (a) the Company
or any of its controlled Affiliates or (b) any of the portfolio companies in which the Stockholder or its Affiliates have an investment
be deemed to be an Affiliate of such Stockholder so long as such portfolio company has not received confidential information regarding
the Company, any of its Subsidiaries or the transactions contemplated by the Merger Agreement and is not acting at the direction
of or in active coordination with such Stockholder with respect to the Company, any of its Subsidiaries or the transactions contemplated
by the Merger Agreement. For purposes of this Agreement, “control” when used with respect to any Person means
the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.


 


“Beneficial Ownership”
has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. The terms “Beneficially Own”, “Beneficially
Owned” and “Beneficial Owner” shall each have a correlative meaning.


 


“Covered Shares” means
the Stockholder’s Existing Shares together with any shares of Company Stock or other capital stock of the Company issuable
upon the conversion, exercise or exchange of securities that are as of the relevant date securities convertible into or exercisable
or exchangeable for shares of Company Stock or other capital stock of the Company that the Stockholder has or acquires Beneficial
Ownership of on or after the date hereof and over which the Stockholder has sole voting power.


 


“Encumbrance” means any
security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire any
interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance
of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement). The term “Encumber” shall have a correlative meaning.


 


“Existing Shares” means
the shares of Company Stock set forth opposite the Stockholder’s name on Schedule 1 hereto.


 


“Expiration Date” means
the date on which the Merger Agreement is terminated in accordance with its terms.


 


“Person” means an individual,
corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust,
association, organization, Governmental Entity or other entity of any kind or nature.


 


“Representatives” means,
with respect to a Person, such Person’s Affiliates and its and their respective officers, directors, employees, agents and
advisors.


 


“Transfer” means, directly
or indirectly, to sell, transfer, assign, pledge, Encumber, hypothecate or similarly dispose of (including by merger (including
by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition,
by operation of law or otherwise), either voluntarily or involuntarily, or to enter into


 




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any contract, option or other arrangement or understanding with
respect to the voting of or sale, transfer, assignment, pledge, Encumbrance, hypothecation or similar disposition of (including
by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise).


 


Article
II

Voting


 


Section
2.1           Agreement To Vote.


 


(a)          The
Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Company Meeting and at
any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, such Stockholder
shall, in each case to the fullest extent that the Covered Shares of such Stockholder are entitled to vote thereon or consent thereto:


 


(i)          appear
at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum;
and


 


(ii)        vote
(or cause to be voted), in person or by proxy, all of such Covered Shares (A) in favor of (1) the adoption and approval of the
Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement and (2) any proposal to
adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration
and vote of the stockholders of the Company to a later date if there are not a quorum or sufficient votes for approval of such
matters on the date on which the meeting is held to vote upon any of the foregoing matters; (B) against any action or agreement
that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained
in the Merger Agreement, or of such Stockholder contained in this Agreement, if requested by Parent in writing at least two (2)
Business Days prior to the applicable vote; and (C) against any Acquisition Proposal or Superior Proposal and against any other
action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to materially
impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated
by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by
such Stockholder of its obligations under this Agreement, including (I) any extraordinary corporate transaction, such as a merger,
consolidation, share exchange or other business combination involving the Company or GB (other than the Merger and the Bank Merger);
(II) a sale, lease or transfer of a material amount of assets of the Company or GB or any reorganization, recapitalization, liquidation,
dissolution or other similar transaction involving the Company or GB;


 




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or (III) any change in the present
capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws.


 


(b)          The
Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights in connection with the Merger
and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class
action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective
Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of
the transactions contemplated hereby or thereby, including any claim (1) challenging the validity of, or seeking to enjoin the
operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of the Company
in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby.


 


(c)          The
obligations of the Stockholder specified in this Section 2.1 shall apply whether or not the Merger or any action described above
is recommended by the Board of Directors of the Company (or any committee thereof).


 


Section
2.2           No Inconsistent Agreements. The Stockholder
hereby covenants and agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shall not enter into
at any time while the Merger Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares
of such Stockholder, (b) has not granted, and shall not grant at any time while the Merger Agreement remains in effect, a proxy,
consent or power of attorney with respect to the Covered Shares of such Stockholder (except pursuant to Section 2.3 or pursuant
to any proxy card, in form and substance reasonably satisfactory to Parent, solicited by the Board of Directors of the Company
and delivered to the Company directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.1) and
(c) has not taken and shall not knowingly take any action that would make any representation or warranty of such Stockholder contained
herein untrue or incorrect in any material respects or have the effect of preventing or disabling such Stockholder from performing
any of its obligations under this Agreement. The Stockholder hereby represents that all proxies, powers of attorney, instructions
or other requests given by such Stockholder prior to the execution of this Agreement in respect of the voting of such Stockholder’s
Covered Shares, if any, are not irrevocable and such Stockholder hereby revokes (and shall cause to be revoked) any and all such
previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Covered Shares.


 


Section
2.3           Proxy. The Stockholder hereby irrevocably appoints
as its proxy and attorney-in-fact, Parent and any Person designated in writing by Parent, each of them individually, with full
power of substitution and resubstitution, to vote the Covered Shares Beneficially Owned by such Stockholder solely to the extent
and in accordance with Section 2.1 during the term of this Agreement at the Company Meeting and at any annual or special meetings
of stockholders of the Company (or adjournments or postponements thereof) prior to


 




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the termination of this Agreement in accordance
with Section 5.1 at which any of the matters described in Section 2.1 is to be considered; provided, however, that
such Stockholder’s grant of the proxy contemplated by this Section 2.3 shall be effective only if such Stockholder fails
to be counted as present, to consent or to vote such Stockholder’s Covered Shares, as applicable, in accordance with this
Agreement or has not delivered to the Secretary of the Company at least two (2) Business Days prior to the meeting at which any
of the matters described in Section 2.1 is to be considered a duly executed proxy card, in form and substance reasonably satisfactory
to Parent, solicited by the Board of Directors of the Company and delivered to the Company directing that the Covered Shares of
such Stockholder be voted in accordance with Section 2.1. This proxy, if it becomes effective, is coupled with an interest, is
given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination
of this Agreement in accordance with Section 5.1, at which time any such proxy shall terminate. The Stockholder (solely in its
capacity as such) shall take such further actions or execute such other instruments as may be necessary to effectuate the intent
of this proxy. Parent may terminate this proxy with respect to any such Stockholder at any time at its sole election by written
notice provided to such Stockholder.


 


Article
III

Representations And Warranties


 


The Stockholder hereby represents and warrants
to Parent as follows:


 


Section
3.1           Authorization; Validity of Agreement. If such
Stockholder is an entity, such Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction
of its organization. Such Stockholder has the requisite capacity and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized (to the
extent authorization is required), executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid
and binding obligation of Parent, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, subject to the Enforceability Exceptions. If such Stockholder is an individual and is
married and such Stockholder’s Covered Shares constitute community property under applicable Law, this Agreement has been
duly authorized (to the extent authorization is required), executed and delivered by, and constitutes the valid and binding agreement
of, such Stockholder’s spouse, subject to the Enforceability Exceptions.


 


Section
3.2           Ownership. (i)
Such Stockholder’s Existing Shares are, and all of the Covered Shares Beneficially Owned by such Stockholder during the term
of this Agreement will be, Beneficially Owned by such Stockholder and (ii) such Stockholder has good and valid title to such Stockholder’s
Existing Shares, free and clear of any Encumbrances other than pursuant to this Agreement, the Merger Agreement, or under applicable
federal or state securities laws. With respect to any outstanding Covered Shares of which the Stockholder is not the record owner,
such lack of record ownership will not prevent or impair such Stockholder from complying with any obligation, agreement or covenant
set forth herein. As of the date hereof, such Stockholder’s Existing Shares constitute all of the shares of Company Stock
(or any other 


 




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equity
interests of the Company) Beneficially Owned or owned of record by such Stockholder over which such Stockholder has sole voting
power. Any shares of Company Stock (or any other equity interests of the Company) Beneficially Owned or owned of record by the
Stockholder and over which such Stockholder does not have sole voting power are covered by another voting and support agreement
entered into on the date hereof by a Covered Stockholder. Such Stockholder has and will have at all times during the term
of this Agreement sole voting power (including the right to control such vote as contemplated herein), sole power of disposition,
sole power to issue instructions with respect to the matters set forth in Article II, and sole power to agree to all of the matters
set forth in this Agreement, in each case with respect to all of such Stockholder’s Existing Shares and with respect to all
of the Covered Shares Beneficially Owned by such Stockholder and over which such Stockholder has sole voting power at all times
during the term of this Agreement.


 


Section
3.3           No Violation. The execution and delivery of
this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement will
not, (i) result in such Stockholder violating any Law applicable to such Stockholder or by which any of its assets or properties
is bound or, if applicable, any certificate or articles of incorporation, as applicable, or bylaws or other equivalent organizational
documents of such Stockholder, or (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result
in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the
creation of any Encumbrance upon any of the properties or assets of such Stockholder under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such
Stockholder is a party, or by which it or any of its properties or assets may be bound that would adversely affect its ability
to perform its obligations under this Agreement.


 


Section
3.4           Consents and Approvals. The execution and delivery
of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement
and the consummation by it of the transactions contemplated hereby will not, require such Stockholder to obtain any consent, approval,
authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any
required reports with the SEC.


 


Section
3.5           Absence of Litigation. As of the date hereof,
there is no litigation, action, suit or proceeding pending or, to the knowledge of such Stockholder, threatened against or affecting
such Stockholder and/or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to impair
the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a
timely basis.


 


Section
3.6           Finder’s Fees. No investment banker, broker,
finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement
or the Merger Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder.


 




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Section
3.7           Reliance by Parent. Such Stockholder understands
and acknowledges that Parent is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement
by such Stockholder and the representations and warranties of such Stockholder contained herein. Such Stockholder understands and
acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.


 


Article
IV

Other Covenants


 


Section
4.1           Prohibition On Transfers; Other Actions. Until
the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.1,
the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof
or any other interest therein (including any voting power with respect thereto), except for (x) Transfers to a charity, charitable
trust, or other charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, to a lineal descendant
or a spouse of the Stockholder, or to a trust or other entity for the benefit of any of the foregoing individuals, provided that
the transferee agrees in writing to be bound by the terms of this Agreement, and (y) Transfers to satisfy any tax withholding obligations
in connection with the vesting of a Company Equity Award; (ii)enter into any agreement, arrangement or understanding with any Person,
or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result
in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations
under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s
legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in
violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer
agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares.


 


Section
4.2           Stock Dividends, Etc. In the event of any change
in the Company Stock by reason of any reclassification, recapitalization, reorganization, stock split (including a reverse stock
split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, merger or
other similar change in capitalization, the terms “Existing Shares” and “Covered Shares” shall be deemed
to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for
which any or all of such shares may be changed or exchanged or which are received in such transaction.


 


Section
4.3           No Solicitation; Support Of Acquisition Proposals.


 


(a)          Subject
to the provisions of Section 5.2 of this Agreement, prior to the Expiration Date the Stockholder agrees that it shall not, and
shall cause each of its Subsidiaries, Affiliates and Representatives not to, directly or indirectly (i) initiate, solicit, knowingly
encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in
any negotiations with any person


 




    	 	- 7 -	 



     


    

 


concerning any Acquisition Proposal,
(iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person
relating to any Acquisition Proposal, (iv) make or participate in, directly or indirectly, a “solicitation” of “proxies”
(as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence
any Person, with respect to the voting of any shares of Company Stock in connection with any vote or other action on any matter,
other than to recommend that the stockholders of the Company vote in favor of the adoption and approval of the Merger Agreement
and the transactions contemplated thereby as otherwise expressly provided in this Agreement, (v) approve, adopt, recommend or enter
into, or publicly propose to approve, adopt, recommend or enter into, or allow any of its Affiliates to enter into, a merger agreement,
letter of intent, term sheet, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement,
option agreement, voting, profit capture, tender or other similar contract providing for, with respect to, or in connection with,
or that is intended to or could reasonably be expected to result in any Acquisition Proposal, or (vi) agree or propose to do any
of the foregoing. The Stockholder and its Subsidiaries, Affiliates and Representatives shall immediately cease and cause to be
terminated all discussions or negotiations with any Person conducted heretofore (other than with Parent) with respect to any Acquisition
Proposal, and shall take the necessary steps to inform its Affiliates and Representatives of the obligations undertaken pursuant
to this Agreement, including this Section 4.3. Any violation of this Section 4.3 by the Stockholder’s Affiliates or Representatives
shall be deemed to be a violation by the Stockholder of this Section 4.3. The Stockholder agrees to promptly (and in any event
within 24 hours) notify Parent after receipt by it of an Acquisition Proposal or any indication to it that any Person is considering
making an Acquisition Proposal or any request of such Stockholder for nonpublic information relating to the Company or any of its
Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that such
Stockholder has knowledge or reasonably expects to be considering making, or has made, an Acquisition Proposal and to keep Parent
fully informed of the status and details of any such Acquisition Proposal, indication or request.


 


(b)          For
the avoidance of doubt, for the purposes of this Section 4.3, any officer, director, employee, agent or advisor of the Company
(in each case, in their capacities as such) shall be deemed not to be a Representative of the Stockholder.


 


Section
4.4           Notice Of Acquisitions. The Stockholder agrees
to notify Parent as promptly as practicable (and in any event within one (1) Business Day after receipt) orally and in writing
of the number of any additional shares of Company Stock or other securities of the Company of which such Stockholder acquires Beneficial
Ownership on or after the date hereof.


 


Section
4.5           Further Assurances; Disclosure. From time to
time, at Parent’s reasonable request and without further consideration, the Stockholder agrees to cooperate with Parent with
respect to Parent’s or the Company’s or their respective Subsidiaries’ filings with Governmental Entities, to
the extent relating to such Stockholder, and to execute and deliver


 




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such additional documents and reasonably
cooperate in connection with such further actions, to the extent relating to such Stockholder, as may be necessary or desirable
to effect the actions contemplated by this Agreement and the Merger Agreement; provided that, for the avoidance of doubt,
this Section 4.5 shall not be interpreted to transfer to the Stockholder the responsibility to prepare and/or file any application
or other filing that would traditionally be filed by Parent, the Company or any of their respective Affiliates in connection with
the transactions contemplated hereby. The Stockholder hereby authorizes Parent to publish and disclose in any announcement or disclosure
required by the SEC and in the Proxy Statement such Stockholder’s identity and ownership of such Stockholder’s Covered
Shares and the nature of such Stockholder’s obligations under this Agreement.


 


Article
V

Miscellaneous


 


Section
5.1           Termination. This Agreement shall remain in
effect until the earlier to occur of (a) the Effective Time and (b) the Expiration Date. Neither the provisions of this Section
5.1 nor the termination of this Agreement shall (i) relieve any party hereto from any liability of such party to any other party
incurred prior to such termination or expiration, (ii) relieve any party hereto from any liability to any other party arising out
of or in connection with a breach of this Agreement or (iii) terminate the obligations under Section 2.1(b) or Article V. The Stockholder
shall also have the right to terminate this Agreement by written notice to Parent as specified below if the terms of the Merger
Agreement are amended, modified or waived without the written consent of such Stockholder to change the form or amount of the consideration
payable with respect to the Covered Shares pursuant the Merger Agreement in a manner adverse to such Stockholder; provided that
such Stockholder sends notice to Parent of such Stockholder’s election to terminate within five (5) Business Days after the
public announcement of such amendment.


 


Section 5.2           No
Agreement as Director or Officer; Stockholder Capacity. Notwithstanding any provision in this Agreement to the contrary, nothing
in this Agreement shall limit or restrict the Stockholder (if an individual) in his or her capacity as a director or officer of
the Company from acting in such capacity or voting in such capacity in such person’s sole discretion on any matter and no
such actions shall be deemed a breach of this Agreement. Any trustee executing this Agreement is executing this Agreement solely
in his or her fiduciary capacity and shall have no personal liability or obligation under this Agreement in such capacity. It is
understood that this Agreement shall apply to the Stockholder solely in such Stockholder’s capacity as a stockholder of the
Company.


 


Section
5.3           No Ownership Interest. The Stockholder has agreed
to enter into this Agreement and act in the manner specified in this Agreement for consideration. Except as expressly set forth
in this Agreement, all rights and all ownership and economic benefits of and relating to the Stockholder’s Covered Shares
shall remain vested in and belong to such Stockholder, and except as expressly set forth in this Agreement, nothing herein shall,
or shall be construed to, grant Parent any power, sole or shared, to direct or control the voting or disposition of any of such
Covered Shares. Nothing in this Agreement shall be interpreted as


 




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creating or forming a “group”
with any other Person, including Parent, for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of
applicable Law.


 


Section
5.4           Notices. All notices and other communications
hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile,
upon confirmation of receipt, or if by e-mail so long as such e-mail states it is a notice delivered pursuant to this Section 5.4
and a duplicate copy of such e-mail is promptly given by one of the other methods described in this Section 5.4, (b) on the first
business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on
the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified
mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or
pursuant to such other instructions as may be designated in writing by the party to receive such notice:


 


		(i)	if to Parent, to:



 


Salem Five Bancorp


210 Essex Street


Salem, Massachusetts 01970.0804


Attention: Ping Yin Chai


Email: PingYin.Chai@salemfive.com


 


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


 


K&L Gates LLP


One Lincoln Street


Boston, Massachusetts 02111


Attention: Stephen L. Palmer


Email: stephen.palmer@klgates.com


 


and


 


		(ii)	if to the Stockholder, to the applicable address set forth
on Schedule 1.



 


Section
5.5           Interpretation. The parties have participated
jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement
to Articles, Sections or Schedules, such reference shall be to an Article or Section of or Schedule to this Agreement unless otherwise
indicated. Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “the
date hereof” shall mean the date of this Agreement. As used herein, (i) “business day” means any day other than
a


 




    	 	- 10 -	 



     


    

 


Saturday, a Sunday or a day on which banks
in New York, New York are authorized by law or executive order to be closed and (ii) the “transactions contemplated by the
Merger Agreement” shall include the Merger and the Bank Merger. All references to “dollars” or “$”
in this Agreement are to United States dollars. This Agreement shall not be interpreted or construed to require any Person to take
any action, or fail to take any action, if to do so would violate any applicable Law. References to any statute or regulation refer
to such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include
any rules and regulations promulgated under the statute) and references to any section of any statute or regulation include any
successor to such section.


 


Section
5.6           Counterparts. This Agreement may be executed
in two or more counterparts (including by facsimile or other electronic means) all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties,
it being understood that all parties need not sign the same counterpart.


 


Section
5.7           Entire Agreement. This Agreement and, to the
extent referenced herein, the Merger Agreement, together with the several agreements and other documents and instruments referred
to herein or therein or attached hereto or thereto, constitute the entire agreement among the parties and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.


 


Section
5.8           Governing Law; Jurisdiction; Waiver Of Jury Trial.


 


(a)          This
Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any
applicable conflicts of law.


 


(b)          Each
party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or
the transactions contemplated hereby exclusively in any federal or state court located in the Commonwealth of Massachusetts (the
“Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that
are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any
objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts
are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in
any such action or proceeding will be effective if notice is given in accordance with Section 5.4.


 


(c)          EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT SUCH PARTY MAY HAVE TO


 




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A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section
5.8(c).


 


Section
5.9            Amendment; Waiver. This Agreement may not be
amended except by an instrument in writing signed by Parent and the Stockholder. Each party may waive any right of such party hereunder
by an instrument in writing signed by such party and delivered to the other parties, but such waiver shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.


 


Section
5.10         Specific Performance. The parties hereto agree that irreparable
damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise
breached. Accordingly, the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions
to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition
to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in
any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security
or a bond as a prerequisite to obtaining equitable relief.


 


Section
5.11         Severability. Whenever possible, each provision or portion
of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if
any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction
such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.


 


Section
5.12         Delivery by Facsimile or Electronic Transmission. This
Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers
hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf”
format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to
any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data
file to deliver a signature to this Agreement or any


 




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amendment hereto or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf”
format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.


 


Section
5.13         Successors And Assigns; Third Party Beneficiaries. Neither
this Agreement nor any of the rights, interests or obligations contained herein shall be assigned by any of the parties hereto
(whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment in
contravention hereof shall be null and void. Subject to the preceding sentences, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors and permitted assigns. This Agreement (including
the documents and instruments referred to herein) is not intended to, and does not, confer upon any person other than the parties
hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein,
other than the Company which shall be, and hereby is, an express third party beneficiary of this Agreement.


 


Section
5.14        Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized
Person thereunto duly authorized) as of the date first written above.


 


	 	SALEM FIVE BANCORP
	 	 	 
	 	By:	 
	 	 	Name: Ping Yin Chai
	 	 	Title: President and Chief Executive Officer


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized
Person thereunto duly authorized) as of the date first written above.


 


	 	[STOCKHOLDER]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




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SCHEDULE 1


 


	Stockholder	 	Number of Existing
    Shares 

    of Company Stock	 	Address
	[Stockholder Name]	 	 	 	
        [Address]

        Attention: [●]

        E-mail: [●]



 




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