EX-10.2





 Exhibit 10.2 

EXECUTION VERSION 

VOTING AND SUPPORT AGREEMENT 

This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and between OceanFirst Financial
Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Two River Bancorp, a New Jersey corporation (the “Company”). Capitalized terms used herein and not
defined herein shall have the meanings specified in the Merger Agreement (as defined below). 
 WHEREAS, concurrently with the execution and
delivery of this Agreement, the Company, Parent and Hammerhead Merger Sub Corp., a New Jersey corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger
Agreement”) pursuant to which, on the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into the Company (the “First-Step Merger”), with the Company surviving as a wholly-owned
Subsidiary of Parent, (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge with and into Parent (the “Second-Step Merger” and, together with the First-Step Merger, the
“Integrated Mergers”), with Parent being the surviving corporation in the Second-Step Merger, and (iii) at the Effective Time, the shares of common stock, no par value, of the Company (“Company Common Stock”)
issued and outstanding immediately prior to the Effective Time (other than the Exception Shares) will, without any further action on the part of the holder thereof, be automatically converted into the right to receive the Merger Consideration as set
forth in the Merger Agreement; 
 WHEREAS, as of the date hereof, the Shareholder is the record and beneficial owner of, has the sole right
to dispose of and has the sole right to vote, the number of shares of Company Common Stock set forth below the Shareholder’s signature on the signature page hereto (such shares of Company Common Stock, together with any other
shares of capital stock of the Company acquired by the Shareholder after the execution of this Agreement, whether acquired directly or indirectly, upon the exercise of options, conversion of convertible securities or otherwise, and any other
securities issued by the Company that are entitled to vote on the approval of the Merger Agreement held or acquired by the Shareholder (whether acquired heretofore or hereafter), being collectively referred to herein as the
“Shares”; provided that the term “Shares” shall not include any securities beneficially owned by the Shareholder as a trustee or fiduciary); 

WHEREAS, receiving the Requisite Company Vote is a condition to the consummation of the transactions contemplated by the Merger Agreement; and

 WHEREAS, as a condition and an inducement for Parent to enter into the Merger Agreement and incur the obligations set forth therein,
Parent has required that (i) the Shareholder enter into this Agreement and (ii) certain other directors and officers of the Company enter into separate, substantially identical voting and support agreements with Parent. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

Section 1.    Agreement to Vote; Restrictions on Voting and Transfers. 

(a)    Agreement to Vote the Shares. The Shareholder hereby irrevocably and unconditionally agrees that from the
date hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and on every action or approval by written consent of
the shareholders of the Company with respect to any of the following matters, the Shareholder will: 
 (i)    appear at
such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and 












 (ii)    vote or cause to be voted all of such Shares, (A) in favor
of (1) the approval of the Merger Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement and (2) the adjournment or postponement of the Company Meeting, if (x) as of the time for which the
Company Meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or (y) on the date of the
Company Meeting, the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote, (B) against any Acquisition Proposal, without regard to any recommendation to the shareholders of
the Company by the Board of Directors of the Company concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with
the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including the Company Certificate and the Company Bylaws), or any other action that is
intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would
reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement or in any representation or warranty of the Company in the Merger Agreement becoming untrue
or incorrect. 
 (b)    Restrictions on Transfers. The Shareholder hereby agrees that, from the date hereof
until the earlier of the receipt of the Requisite Company Vote or the Expiration Time, the Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the
sale of or otherwise transfer or dispose, or enter into any agreement, arrangement or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any Shares, other than a Transfer of Shares (x) by
will or operation of law as a result of the death of the Shareholder in which case this Agreement shall bind the transferee, or (y) for bona fide estate planning purposes to the Shareholder’s (i) affiliates (as defined in the Merger
Agreement) or (ii) immediate family members (each, a “Permitted Transferee”); provided that, in the case of clause (y) only, as a condition to such Transfer, such Permitted Transferee shall be required to execute a
joinder to this Agreement; provided, further, that, in the case of clause (y) only, the Shareholder shall remain jointly and severally liable for any breaches by any of such Permitted Transferee of the terms hereof. Any Transfer
of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the
Shares owned by the Shareholder and that this Agreement places limits on the Transfer of the Shareholder’s Shares. 

(c)    Transfer of Voting Rights. The Shareholder hereby agrees that the Shareholder shall not deposit any of the
Shares in a voting trust, grant any proxy or power of attorney or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of the Shareholder under this Agreement with respect to any of the Shares. 

(d)    Acquired Shares. Any Shares or other voting securities of the Company with respect to which beneficial
ownership is acquired by the Shareholder or any of the Shareholder’s controlled affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or
change of such Shares or upon exercise or conversion of any securities of the Company, if any, after the execution hereof (in each case, a “Share Acquisition”) shall automatically become subject to the terms of this Agreement and
shall become “Shares” for all purposes hereof. If any controlled affiliate of the Shareholder acquires Shares by way of a Share Acquisition, the Shareholder will cause such controlled affiliate to comply with the terms of this
Agreement applicable to the Shareholder. 
 (e)    No Inconsistent Agreements. The Shareholder shall not enter
into any agreement, contract or understanding with any person (as defined in the Merger Agreement) prior to the termination of this Agreement in accordance with its terms, directly or indirectly, to vote, grant a proxy or power of attorney or give
instructions with respect to the voting of the Shares in any manner which is inconsistent with this Agreement. 

  
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 Section 2.    Representations, Warranties and Support Covenants
of the Shareholder. 
 (a)    Representations and Warranties. The Shareholder represents and warrants to
Parent as follows: 
 (i)    Power and Authority; Consents. The Shareholder has the capacity to execute and
deliver this Agreement and fully understands the terms of this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Shareholder for the execution, delivery and
performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby. 

(ii)    Due Authorization. This Agreement has been duly executed and delivered by the Shareholder and the
execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder. 

(iii)    Binding Agreement. Assuming the due authorization, execution and delivery of this Agreement by Parent,
this Agreement constitutes the valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). 

(iv)    Non-Contravention. The execution and delivery of this Agreement by
the Shareholder does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a
default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder or the Shareholder’s property or assets is bound, or any
statute, rule or regulation to which the Shareholder or the Shareholder’s property or assets is subject. Except for this Agreement, the Shareholder is not, and no controlled affiliate of the Shareholder is, a party to any voting agreement,
voting trust or any other contract with respect to the voting, transfer or ownership of any Shares. The Shareholder has not appointed or granted a proxy or power of attorney to any person with respect to any Shares. 

(v)    Ownership of Shares. Except for restrictions in favor of Parent pursuant to this Agreement and transfer
restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Shareholder owns, beneficially and of record, all of the Shares
free and clear of any proxy, voting restriction, adverse claim, security interest or other lien, and has sole voting power and sole power of disposition with respect to such Shares with no restrictions on the Shareholder’s rights of voting or
disposition pertaining thereto, and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shares. As of the date hereof, the number of the Shares beneficially owned by the Shareholder is set
forth below the Shareholder’s signature on the signature page hereto. The Shareholder has possession of an outstanding certificate or outstanding certificates representing all of the Shares (other than Shares held in book-entry form or in
street name) and such certificate or certificates does or do not contain any legend or restriction inconsistent with the terms of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby. 

(vi)    Legal Actions. There is no action, suit, investigation, complaint or other proceeding pending against the
Shareholder or, to the knowledge of the Shareholder, any other person or, to the knowledge of the Shareholder, threatened against the Shareholder or any other person that restricts or prohibits (or, if successful, would restrict or prohibit) the
exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. 

(vii)    Reliance. The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement
in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties of the Shareholder contained herein. 

  
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 (b)    Support Covenants. From the date hereof until the
Expiration Time: 
 (i)    The Shareholder, solely in his or her capacity as a shareholder of the Company, agrees not to
take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, or, in any material respect, delaying, interfering with or adversely affecting the
performance by the Shareholder of his or her obligations under this Agreement. 
 (ii)    The Shareholder hereby agrees
to promptly notify Parent of the number of Shares, if any, acquired in any Share Acquisition by the Shareholder after the execution hereof. 

(iii)    The Shareholder hereby authorizes Parent and the Company to publish and disclose in any announcement or
disclosure required by applicable Law and any periodic report, proxy statement or prospectus filed in connection with the transactions contemplated by the Merger Agreement the Shareholder’s identity and ownership of the Shares and the nature of
the Shareholder’s obligation under this Agreement. 
 Section 3.    Further Assurances. From time to
time, at the request of Parent and without further consideration, the Shareholder shall execute and deliver such additional documents and take all such further action as may be necessary to consummate and make effective the transactions contemplated
by this Agreement. 
 Section 4.    Termination. This Agreement will terminate upon the earlier of
(a) the Effective Time and (b) the date of termination of the Merger Agreement in accordance with its terms (the “Expiration Time”); provided that this Section 4 and Section 5 shall survive the Expiration
Time indefinitely; provided, further that no such termination or expiration shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination. 

Section 5.    Miscellaneous. 

(a)    Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the party incurring such expenses. 
 (b)    Notices. All notices and other
communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied or emailed (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with
confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 

(i)    If to Parent, to: 

OceanFirst Financial Corp. 

110 West Front Street 

Red Bank, New Jersey 07701 

Attention:     Christopher D. Maher 

Facsimile:    (732) 349-5070 

Email:          cmaher@oceanfirst.com 

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

Skadden, Arps, Slate, Meagher & Flom LLP 

Four Times Square 

New York, New York 10036 

Attention:    David C. Ingles 

Facsimile:    (917) 777-2697 

Email:          David.Ingles@skadden.com 

  
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 (ii)    If to the Shareholder, to the address of the Shareholder set
forth below the Shareholder’s signature on the signature pages hereto. 
 (c)    Amendments, Waivers. This
Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto. 

(d)    Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party hereto. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and permitted assigns. 

(e)    Third Party Beneficiaries. This Agreement 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. 

(f)    No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual
relationship and is not intended to create, and does not create, any agency, partnership, “group” (as such term is used in Section 13(d) of the Exchange Act), joint venture or any like relationship between the parties hereto. 

(g)    Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relating to the
subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 

(h)    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. 

(i)    Specific Performance; Remedies Cumulative. The parties hereto agree that Parent would incur irreparable
harm if any provision of this Agreement were not performed by the Shareholder in accordance with the terms hereof, that there would be no adequate remedy at law for Parent with regard to any breach of any provision herein, and, accordingly, that
Parent shall be entitled to an injunction or injunctions to prevent any breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which Parent may be entitled at law
or in equity. The Shareholder 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. The Shareholder agrees that the Shareholder will not, and will direct its Representatives not to, object to Parent seeking an injunction or the granting of any such remedies on the basis that Parent has an adequate remedy
at law. 
 (j)    No Waiver. The failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 

  
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 (k)    Governing Law. This Agreement and all disputes or
controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to any applicable conflicts of law
principles. 
 (l)    Submission to Jurisdiction. 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 sitting in the State of Delaware (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(b). 
 (m)    Waiver of Jury
Trial. EACH PARTY HERETO INTENTIONALLY, KNOWINGLY AND VOLUNTARILY 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 APPLICABLE LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO 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) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND
(IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(m). 

(n)    Drafting and Representation. The parties hereto have participated jointly in the negotiation and drafting
of 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. 
 (o)    Name, Captions, Gender. Section
headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine
or neuter forms. 
 (p)    Counterparts. This Agreement may be executed by facsimile or other electronic means
and in any number of counterparts, 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. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the date first written above. 
  

			
	OCEANFIRST FINANCIAL CORP.


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Voting and Support Agreement] 













			
	
SHAREHOLDER



 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	Number of shares of Company Common
	Stock:	 	  

	Address:	 	  

		 	  



 [Signature Page to Voting and Support Agreement]