On October 28, 2023, Stilwell Group announced that Stilwell Group?s members, Provident Bancorp, Inc, and Dennis Pollack entered into the Standstill Agreement. Under the terms of the Standstill Agreement, the Company agreed to, among other things, (i) expand both the board of directors of the Company and the Company?s wholly-owned subsidiary, BankProv (the Bank), by one board seat, and (ii) appoint Pollack, subject to any applicable regulatory approval, to serve on the boards of directors of the Company and the Bank in the class of directors having terms expiring at the Company?s 2025 Annual Meeting of Stockholders and the Bank?s 2025 Annual Meeting of Stockholders, respectively. In exchange, the members of the Stilwell Group and Mr. Pollack agreed to, among other things, not (a) solicit proxies in opposition to any recommendations or proposals of the Company?s board of directors, (b) initiate or solicit shareholder proposals or seek to place any additional representatives on the Company?s board of directors other than Pollack (or any replacement director selected by the Stilwell Group in the event Pollack?s position as a director of the Company or the Bank is terminated during the term of the Standstill Agreement due to his resignation, death, permanent disability or otherwise), (c) oppose any proposal or director nomination submitted by the board of directors to the Company?s shareholders, (d) vote for any nominee to the Company?s board of directors other than those nominated or supported by the board of directors, (e) seek to exercise any control or influence over the management of the Company or the boards of directors of the Company or the Bank, propose or seek to effect a merger or sale of the Company or initiate litigation against the Company or (f) acquire any additional shares of the outstanding Common Stock of the Company or, without the Company?s written consent, privately or pursuant to a public tender offer, sell or otherwise dispose of any interest in the 13D Group?s shares of Common Stock to any person whom the 13D Group believes, after reasonable inquiry, would be a beneficial owner after any such sale or transfer of more than 5% of the outstanding shares of Common Stock of the Company.