Form 8-K

8-K — OCEANFIRST FINANCIAL CORP

Accession: 0001193125-26-251758

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001004702

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d145829d8k.htm (Primary)

EX-3.1 (d145829dex31.htm)

EX-4.1 (d145829dex41.htm)

EX-4.2 (d145829dex42.htm)

EX-10.2 (d145829dex102.htm)

EX-23.1 (d145829dex231.htm)

EX-99.3 (d145829dex993.htm)

EX-99.4 (d145829dex994.htm)

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8-K

8-K (Primary)

Filename: d145829d8k.htm · Sequence: 1

8-K

OCEANFIRST FINANCIAL CORP false 0001004702 --12-31 0001004702 2026-06-01 2026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 1, 2026

OCEANFIRST FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Delaware

001-11713

22-3412577

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices)

(732) 240-4500

(Registrant’s telephone number, including area code) (Zip code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, $0.01 par value per share

OCFC

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated December 29, 2025 (the “Merger Agreement”), by and among OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”), and Flushing Financial Corporation, a Delaware corporation (“Flushing”).

Effective as of June 1, 2026 (the “Closing Date”), OceanFirst consummated its previously announced transaction with Flushing (the “Closing”). Pursuant to the Merger Agreement, on the Closing Date, (a) Merger Sub merged with and into Flushing (the “First-Step Merger”) at the effective time (the “Effective Time”), with Flushing continuing as the surviving entity, (b) immediately following the First-Step Merger, OceanFirst caused Flushing to merge with and into OceanFirst, with OceanFirst continuing as the surviving corporation (the “Second-Step Merger” and together with the First-Step Merger, the “Mergers”). On the day immediately following the Closing Date, Flushing Bank, a New York-chartered non-member bank and, prior to the Second-Step Merger, a wholly-owned subsidiary of Flushing (“Flushing Bank”) will merge with and into OceanFirst Bank, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (the “Bank”), with the Bank continuing as the surviving bank (the “Surviving Bank” and such merger, the “Bank Merger”).

Merger Consideration

Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Flushing (“Flushing Common Stock”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of OceanFirst (“OceanFirst Common Stock” and such consideration, the “Merger Consideration”). At the Effective Time, holders of Flushing Common Stock also became entitled to receive cash in lieu of fractional shares of OceanFirst Common Stock.

Treatment of Flushing Equity Awards

Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award (each, a “Flushing RSU Award”) granted under the Flushing Financial Corporation 2014 Omnibus Incentive Plan or the Flushing Financial Corporation 2024 Omnibus Incentive Plan (collectively, the “Flushing Stock Plan”) that was not an Assumed Flushing RSU Award (as defined below), became fully vested and was cancelled and converted into the right to receive (a) a number of shares of OceanFirst Common Stock equal to the product of (i) the number of shares of Flushing Common Stock subject to such Flushing RSU Award immediately prior to the Effective Time (assuming achievement of the target level of performance for any Flushing RSU Award that was subject to performance-based vesting conditions for which the applicable performance period had not ended as of the Effective Time and the actual level of performance achieved for any Flushing RSU Award that was subject to performance-based vesting conditions for which the applicable performance period had ended prior to the Effective Time), multiplied by (ii) the Exchange Ratio, and (b) an amount in cash equal to the accrued dividend equivalent payments (if any) with respect to such Flushing RSU Award.

Pursuant to the Merger Agreement, each outstanding Flushing RSU Award granted under the Flushing Stock Plan after December 29, 2025, including any such Flushing RSU Award that was subject to performance-based vesting conditions (each, an “Assumed Flushing RSU Award”), was, at the Effective Time, converted into a service-based restricted stock unit award of OceanFirst (each, an “OceanFirst RSU Award”), subject to the same terms and conditions applicable to such Assumed Flushing RSU Award immediately prior to the Effective Time, including with respect to service-based vesting conditions, “double-trigger” change in control accelerated vesting, and dividend equivalents, but not any performance conditions or performance-based vesting. The number of shares of OceanFirst Common Stock subject to each OceanFirst RSU Award equaled the product of (a) the number of shares of Flushing Common Stock subject to such Assumed Flushing RSU Award immediately prior to the Effective Time (assuming, in the case of any Assumed Flushing RSU Award that was subject to performance-based vesting, that performance was achieved at the target level of performance), multiplied by (b) the Exchange Ratio.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The total number of shares of OceanFirst Common Stock issuable as Merger Consideration (including with respect to the converted Flushing restricted stock awards as described above) is approximately 29.30 million shares of OceanFirst Common Stock. The issuances of shares of OceanFirst Common Stock in connection with the Mergers were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-293282) filed by OceanFirst with the Securities and Exchange Commission (the “SEC”) on February 6, 2026, as amended on February 23, 2026, and declared effective by the SEC on February 25, 2026 (the “S-4 Registration Statement”).

Item 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 of this Current Report on Form 8-K under the heading “Registration Rights Agreement” is incorporated by reference into this Item 1.01.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

At the effective time of the Second-Step Merger (the “Second Effective Time”), in connection with the Closing, OceanFirst assumed Flushing’s obligations with respect to an aggregate principal amount of $251,857,000 of subordinated debt and junior subordinated debt securities, which were previously issued by Flushing, comprising of (a) $125,000,000 in aggregate principal amount of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031, (b) $65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032, (c) $20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debentures due 2037, (d) $20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037, and (e) $20,619,000 in aggregate principal amount of unsecured Junior Subordinated Deferrable Interest Notes due 2037.

The supplemental indentures and assignment and assumption agreements, pursuant to which OceanFirst assumed the obligations with respect to the subordinated notes, as well as the original indentures, pursuant to which the subordinated notes were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. OceanFirst agrees to furnish a copy of such documents to the SEC upon request.

Item 3.02.

Unregistered Sale of Equity Securities.

Investment Agreement

On the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“Warburg”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock and (ii) 1,812 shares of a new class of OceanFirst non-voting, common-equivalent stock (“NVCE Stock”) representing the economic equivalent of approximately 1.8 million shares of OceanFirst Common Stock, at $19,760 per share of NVCE Stock and (b) issued to Warburg a warrant to purchase approximately 11.4 million shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock (the “Warrant” and together with clause (a), the “Investment”). The Warrant carries a term of seven years and can be exercised voluntarily following the third anniversary of the Investment Closing. The Warrant can also be voluntarily exercised prior to the third anniversary of the Investment Closing, (A) in the event the market price of OceanFirst Common Stock reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving OceanFirst. The Warrant is subject to mandatory exercise, at any time, in the event the market price of OceanFirst Common Stock reaches or exceeds $30 per share for a certain number

of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, Warburg will be entitled to receive additional shares if it exercises the Warrant in connection with such transaction. The issuance and sale were made pursuant to the investment agreement, dated December 29, 2025, entered into by OceanFirst and Warburg (such agreement, the “Investment Agreement”).

The estimated total number of shares of OceanFirst Common Stock outstanding immediately after the Closing, giving effect to the issuance and sale under the Investment Agreement described above, is approximately 96.7 million shares, which includes approximately (a) 29.30 million shares issued to Flushing stockholders and (b) 9.5 million shares issued to Warburg.

From and after the closing of the Investment (the “Investment Closing”), Warburg is prohibited from transferring any securities acquired pursuant to the Investment Agreement to certain activist investors, competitors of OceanFirst or sanctioned parties, subject to certain exceptions.

OceanFirst’s offering and sale of shares of OceanFirst Common Stock, the NVCE Stock and Warrant were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

Registration Rights Agreement

On the Closing Date, OceanFirst entered into a Registration Rights Agreement with Warburg (the “Registration Rights Agreement”), pursuant to which OceanFirst agreed to provide customary registration rights to Warburg and its affiliates and certain permitted transferees with respect to the shares of OceanFirst Common Stock purchased under the Investment Agreement, and the shares of OceanFirst Common Stock issued upon the conversion of shares of the NVCE Stock purchased under the Investment Agreement or issued upon the exercise of the Warrant. Under the Registration Rights Agreement, Warburg is entitled to customary S-3 shelf registration rights, “demand” registrations and “piggyback” registration rights, in each case, subject to certain limitations as set forth in the Registration Rights Agreement.

The foregoing description of the Investment Agreement, the Registration Rights Agreement, the Warrant and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and in each case incorporated by reference herein.

Item 3.03.

Material Modifications to Rights of Security Holders.

In connection with the consummation of the Investment, OceanFirst filed a Certificate of Designations with the Secretary of State of the State of Delaware (the “Delaware Secretary”) for the purpose of creating the NVCE Stock (the “Certificate of Designations”). The Certificate of Designations was filed on May 29, 2026.

The foregoing summaries and referenced descriptions of the terms of the NVCE Stock are qualified in their entirety by reference to the full text of the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

As previously disclosed on OceanFirst’s Current Report on Form 8-K filed on December 29, 2025, at the Second Effective Time and in accordance with the terms of the Merger Agreement, (a) the following six former directors of Flushing were appointed to serve as directors on the board of directors of OceanFirst (the “OceanFirst Board”), effective as of the Effective Time: John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh (the “Flushing Directors”), and (b) Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst, pursuant to the Investment Agreement (such director, collectively with the Flushing Directors, the “New Directors”). Other than the Merger Agreement and, in the case of Todd Schell, the Investment Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The New Directors join the following 10 directors of OceanFirst who will continue their service as directors of OceanFirst: Christopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner and Dalila Wilson-Scott.

As a result of the Mergers and effective as of the Effective Time, each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board. The departures did not result, in whole or in part, from any disagreement with OceanFirst or its management.

Accordingly, effective as of the Effective Time on June 1, 2026, the OceanFirst Board had the following members:

Christopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner, Dalila Wilson-Scott, John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, Caren C. Yoh, and Todd Schell.

Pursuant to the Merger Agreement, effective as of the effective time of the Bank Merger, each of the members of the OceanFirst Board were appointed to the board of directors of OceanFirst Bank (the “OceanFirst Bank Board”) and John R. Buran was appointed as Chairman of the OceanFirst Bank Board.

Biographical Information

Biographical information related to the Flushing Directors can be found in the definitive proxy statement on Schedule 14A filed by Flushing with the SEC on April 17, 2025.

Todd Schell is a Managing Director at Warburg, where he focuses on financial services. He chairs the firm’s U.S. Fintech effort and serves on the boards of ECN Capital Corp., IntraFi, Facet Wealth and PayJoy. Prior to joining Warburg Pincus LLC, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. Mr. Schell received an MBA from Harvard Business School and a BA from Amherst College.

Chairman of the Board

Effective as of the Second Effective Time, pursuant to the terms of the Merger Agreement, John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board. At the Closing, Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board. Mr. Buran will continue to serve as the Non-Executive Chairman for two years following the Closing. Following John Buran’s term, Mr. Maher will be re-appointed Chairman of the OceanFirst Board for a term not exceeding one year. Thereafter, the OceanFirst board will appoint a Chairman of the OceanFirst Board in its discretion. Mr. Buran will also be nominated to the OceanFirst Board at each of the five annual meetings of stockholders of OceanFirst following the Merger Closing.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Mergers, OceanFirst filed a Certificate of Designations with the Delaware Secretary for the purpose of fixing the designations, conversion or other rights, voting powers and limitations of the NVCE Stock.

Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

The foregoing summary and referenced description of the Certificate of Designations do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designations, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

On June 1, 2026, OceanFirst issued a press release announcing the completion of the Mergers. A copy of the press release is filed as Exhibit 99.4 to this Current Report and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.4 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements of Flushing Financial Corporation required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report and incorporated by reference into this Item 9.01(a).

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Current Report and incorporated by reference into this Item 9.01(b).

(d) Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit

No.

Description of Exhibit

2.1

Agreement and Plan of Merger, dated as December 29, 2025, by and among Flushing Financial Corporation, OceanFirst Financial Corp. and Apollo Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))*

3.1

OceanFirst Financial Corp. Certificate of Designations relating to a new class of non-voting, common-equivalent stock, effective as of May 29, 2026

4.1

Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPGG 14 Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.

4.2

Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPFS II Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.

10.1

Investment Agreement, dated as of December 29, 2025, by and between OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC (incorporated by reference to Exhibit 10.2 of OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))*

10.2

Registration Rights Agreement, dated June 1, 2026, by and among OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC

23.1

Consent of BDO USA, P.C., Independent Registered Public Accounting Firm for Flushing Financial Corporation

99.1

Audited consolidated financial statements of Flushing Financial Corporation as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 and the related notes thereto and Management’s Report on Internal Control over Financial Reporting as of December 31, 2025 (incorporated by reference to Part II, Item 8 and Item 9A, respectively, of Flushing Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026 (File No. 001-33013))

99.2

Unaudited financial statements of Flushing Financial Corporation as of and for the three months ended March 31, 2026 (incorporated by reference to Part I, Item 1 of Flushing Financial Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026 (File No. 001-33013))

99.3

Unaudited pro forma condensed combined financial information

99.4

Press Release, dated as of June 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANFIRST FINANCIAL CORP.

Date: June 1, 2026

/s/ Steven J. Tsimbinos

Steven J. Tsimbinos

Senior Executive Vice President, General Counsel and Corporate Secretary

EX-3.1

Filename: d145829dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

NON-VOTING COMMON EQUIVALENT STOCK

OCEANFIRST FINANCIAL CORP.

OCEANFIRST FINANCIAL CORP., a corporation organized and existing under the General Corporation Law of the State of Delaware (the

“Corporation”), in accordance with the provisions of Sections 103, 141 and 151 thereof, does hereby certify that:

accordance with the provisions of the Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Corporation and applicable law, the Board of Directors of the Corporation (the “Board”), duly adopted the

following resolution on December 29, 2025, creating a series of Preferred Stock of the Corporation designated as “Non-Voting Common Equivalent Stock”.

RESOLVED, that pursuant to the Delaware General Corporation Law (the “DGCL”), the Charter and the Amended and Restated

Bylaws of the Corporation, the Board hereby establishes a series of Preferred Stock, par value $0.01 per share, of the Corporation and fixes and determines the designation, powers, preferences, redemption rights, qualifications, privileges,

limitations, restrictions and special or relative rights thereof as follows:

Section I. Designation and Amount.

A series of Preferred Stock designated as the “Non-Voting Common Equivalent Stock”

(“NVCE Stock”) is hereby established. The total number of authorized shares of NVCE Stock shall be 13,500.

Section II. Definitions. As used herein, the following terms shall have the following meanings, unless

the context otherwise requires:

“Adjustment Event” has the meaning specified in

Section VII(a).

“Affiliate” means, with respect to any Person, any other Person that,

directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person (as used in this definition, the term “control” means the possession, directly or indirectly,

of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise).

“Applicable Conversion Rate” means, for each share of NVCE Stock, the number of shares of Common Stock equal to the product

of (a) one thousand (1,000) multiplied by (b) the quotient of (i) the Base Price divided by (ii) the then-applicable Conversion Price, subject to adjustment pursuant to Section VII for any applicable event

occurring subsequent to the initial determination of the Applicable Conversion Rate.

“Base Price” means $19.76.

“BHC Act” means the Bank Holding Company Act of 1956 (as amended) and its

implementing regulations.

“BHCA Affiliate” has the meaning assigned to the term “affiliate” in, and shall

be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Board” means the Board of Directors of the Corporation.

“Business Day” means any day, other than a Saturday, Sunday or other day on which banking institutions in the city of

New York, New York are required or authorized by Law to be closed.

“Certificate of Designations” means this

Certificate of Designations of NVCE Stock of the Corporation, dated May 29, 2026.

“Charter” means the Certificate

of Incorporation of the Corporation, as amended, supplemented and/or restated from time to time.

“Class of

Voting Security” shall be interpreted in a manner consistent with how “class of voting shares” is defined in 12 C.F.R. Section 225.2(q)(3) or any successor provision.

“Closing Date” means the date that any shares of NVCE Stock are first issued.

“Closing Price” of the Common Stock (or other relevant capital stock or equity interest) on any date of determination means

the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock (or other relevant capital stock or equity interest) on the NASDAQ on such date. If the Common Stock (or other relevant

capital stock or equity interest) is not traded on the NASDAQ on any date of determination, the Closing Price of the Common Stock (or other relevant capital stock or equity interest) on such date of determination means the closing sale price as

reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or, if no closing sale price is reported,

the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or if the Common Stock (or other relevant capital

stock or equity interest) is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock (or other relevant capital stock or equity interest) in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization, or, if that bid price is not available, the market price of the Common Stock (or other relevant capital stock or equity

interest) on that date as determined by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

For purposes of this Certificate of Designations, all references herein to the “Closing Price” and “last reported sale

price” of the Common Stock (or other relevant capital stock or equity interest) on the NASDAQ shall be such closing sale price and last reported sale price as reflected on the website of the NASDAQ (http://www.nasdaq.com) and as reported by

Bloomberg Professional service; provided that in the event that there is a discrepancy between the closing sale price or last reported sale price as reflected on the website of the NASDAQ and as reported by Bloomberg Professional service, the

closing sale price and last reported sale price on the website of the NASDAQ shall govern.

“Common Stock” means the common stock, $0.01 par value per share, of the

Corporation authorized by the Corporation on or after the date hereof.

“Conversion Date” means the date on which any

shares of NVCE Stock shall become convertible into any shares of Common Stock pursuant to Section III(a); provided, however, that if a Conversion Date would otherwise occur on or after an Ex-Date for an issuance, dividend or distribution that results in an adjustment of the Conversion Price pursuant to Section VII and on or before the Record Date for such issuance, dividend

or distribution, such Conversion Date shall instead occur on the first calendar day after the Record Date for such issuance, dividend or distribution.

“Conversion Price” means, for each share of NVCE Stock, the Base Price, as the same may be adjusted from time to time in

accordance with the terms of this Certificate of Designations; provided that the Conversion Price for shares of NVCE Stock issued pursuant to the Warrant shall at the time of issuance also be adjusted for the cumulative effect of all

events occurring on or after the date hereof and prior to such time of issuance for which no adjustment was made in accordance with the terms of this Certificate of Designations to the Conversion Price for shares of NVCE Stock outstanding at the

time of such event(s) (including amounts for which no adjustment was made pursuant to Section VII(f)(i)).

“Convertible Transfer” means a transfer by the Holder that is both (i) to a Person who is a Non-BHCA Affiliate and (ii) (A) to the Corporation; (B) in a widespread public distribution; (C) in which no transferee (or group of associated transferees) would receive two percent (2%) or more of

the outstanding securities of any Class of Voting Securities of the Corporation; or (D) to a purchaser that would control more than fifty percent (50%) of every Class of Voting Securities of the Corporation without any transfer from

the Holder.

“Corporation” has the meaning set forth in the Preamble.

“Current Market Price” means, on any date, the average of the daily Closing Price per share of the Common Stock or other

securities on each of the five consecutive Trading Days preceding the earlier of the day before the date of the issuance, dividend or distribution in question and the day before the Ex-Date with respect to the

issuance or distribution, giving rise to an adjustment to the Conversion Price pursuant to Section VII.

“DGCL” means the Delaware General Corporation Law, as amended from time to time.

“Exchange Property” has the meaning specified in Section VII(i).

“Ex-Date” means, when used with respect to any issuance, dividend or distribution

giving rise to an adjustment to the Conversion Price pursuant to Section VII, the first date on which the applicable Common Stock or other securities trade without the right to receive the issuance, dividend or

distribution.

“Government Entity” means any (a) federal, state, local, municipal,

foreign or other government; (b) governmental entity of any nature (including any governmental agency, branch, department, official, committee or entity and any court or other tribunal), whether foreign or domestic; or (c) body exercising

or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal and self-regulatory organizations.

“Holder” means the Person in whose name any shares of NVCE Stock are registered, which may be treated by the Corporation as

the absolute owner of such shares of NVCE Stock for the purpose of making payment and settling conversion and for all other purposes.

“Investment Agreement” means that certain Investment Agreement, dated as of December 29, 2025, as it may be amended

from time to time, by and among the Corporation, WPGG 14 Orion L.P. and WPFS II Orion L.P.

“Law” means, with respect

to any Person, any legal, regulatory and administrative laws, statutes, rules, Orders and regulations applicable to such Person.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts

or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.

“NASDAQ” means the NASDAQ Global Select Market.

“Non-BHCA Affiliate” means a Person that is both (a) not the initial Holder of

the instrument and (b) not a BHCA Affiliate of (i) the Holder of the instrument or (ii) a Person described in clause (a).

“NVCE Stock” has the meaning specified in Section I.

“NVCE Dividend Amount” has the meaning specified in Section IV(a).

“Order” means any applicable order, injunction, judgment, decree, ruling, or writ of any Government Entity.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person

(including a “person” as defined in Sections 13(d)(3) and 14(d) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Preferred Stock” has the meaning set forth in the Charter.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the

Common Stock have the right to receive any cash, securities or other property or in which the Common Stock is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the

Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board or a duly authorized committee of the Board or by Law, contract or otherwise).

“Reorganization Event” has the meaning specified in

Section VII(i)(ii).

“Subject NVCE Share” has the meaning set forth in

Section III(a)(i).

“Trading Day” means a day on which the shares of Common Stock:

(i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

(ii) have traded at least once on the national or regional securities exchange or association or

over-the-counter market that is the primary market for the trading of the Common Stock.

“Warrant” has the meaning set forth in the Investment Agreement.

Section III. Conversion.

(a) Conversion upon Convertible Transfer.

(i) The shares of NVCE Stock shall not be convertible into any other class of capital stock of the Corporation, except in accordance with this

Section III. On the terms and in the manner set forth in this Section III, but subject to the restrictions set forth in Section 4.1 and Section 4.2 of the Investment Agreement, upon the

consummation of any Convertible Transfer of shares of NVCE Stock, each outstanding share of NVCE Stock subject to such Convertible Transfer (each, a “Subject NVCE Share”) shall automatically convert into a number of shares of

Common Stock equal to the Applicable Conversion Rate.

(ii) On the Conversion Date, the Corporation shall effect the conversion of the

Subject NVCE Shares by delivering the shares of Common Stock so converted pursuant to Section III(a)(i).

(b) Prior to the close of business on any applicable Conversion Date, the shares of Common Stock issuable upon conversion of any shares of

NVCE Stock pursuant to Section III(a)(i) shall not be deemed outstanding for any purpose, and the Holders shall have no rights with respect to the Common Stock (including voting rights, rights to respond to tender offers

for the Common Stock, and rights to receive any dividends or other distributions on the Common Stock) by virtue of holding shares of NVCE Stock, except as otherwise expressly set forth in this Certificate of Designations.

(c) Effective immediately prior to the close of business on any applicable Conversion Date, the rights of the Holders with respect to the

shares of the NVCE Stock so converted shall cease and the Persons entitled to receive shares of Common Stock upon the conversion of such shares of NVCE Stock shall be treated for all purposes as having become the record and beneficial owners of such

shares of Common Stock. In the event that the Holders that acquired NVCE Stock in a Convertible Transfer shall not by written notice to the Corporation designate the name in which shares of Common Stock and/or cash, securities or other property

(including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of NVCE Stock acquired in a Convertible Transfer should be registered or paid or the manner in which such shares should be delivered, the

Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holders and in the manner shown on the records of the Corporation.

(d) No fractional shares of Common Stock shall be issued upon any conversion of shares of

NVCE Stock. If more than one share of NVCE Stock shall be surrendered for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate

number of shares of NVCE Stock so surrendered. Instead of any fractional shares of Common Stock that would otherwise be issuable upon conversion of any Subject NVCE Share, the Corporation shall pay an amount in cash (rounded to the nearest cent)

equal to the fractional share of Common Stock that otherwise would be issuable hereunder, multiplied by the Closing Price of the Common Stock determined as of the second Trading Day immediately preceding the applicable Conversion Date.

(e) All shares of Common Stock which may be issued upon conversion of the shares of NVCE Stock will, upon issuance by the Corporation, be duly

authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than transfer restrictions imposed under applicable securities Laws) and not issued in violation of any preemptive

right or Law.

(f) Effective immediately prior to the Conversion Date, dividends or distributions shall no longer be declared on any

Subject NVCE Shares and such shares shall cease to be outstanding, in each case, subject to the rights of a Holder to receive any declared and unpaid dividends or distributions on such shares and any other payments to which they are otherwise

entitled pursuant to Section IV or Section VII.

Section IV. Dividend

Rights.

(a) From and after the Closing Date to (but excluding) the applicable Conversion Date, (i) the Holders shall be entitled

to receive, when, as and if declared by the Board or any duly authorized committee of the Board (but only out of assets legally available therefor under the DGCL) all cash dividends or distributions (including regular quarterly dividends or

distributions) declared and paid or made in respect of the shares of Common Stock, at the same time and on the same terms as holders of Common Stock, in an amount per share of NVCE Stock equal to the product of (x) the Applicable Conversion

Rate then in effect and (y) any per share dividend or distribution, as applicable, declared and paid or made in respect of each share of Common Stock (the “NVCE Dividend Amount”), and (ii) the Board or any duly

authorized committee thereof may not declare and pay any cash dividend or make any cash distribution in respect of Common Stock unless the Board or any duly authorized committee of the Board declares and pays to the Holders, at the same time and on

the same terms as holders of Common Stock, the NVCE Dividend Amount per share of NVCE Stock. Notwithstanding any provision in this Section IV(a) to the contrary, no Holder of a share of NVCE Stock shall be entitled to

receive any dividend or distribution made with respect to the Common Stock where the Record Date for determination of holders of Common Stock entitled to receive such dividend or distribution occurs prior to the date of issuance of such share of

NVCE Stock. The foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VII.

(b) Each dividend or distribution declared and paid pursuant to

Section IV(a) will be payable to Holders of record of shares of NVCE Stock as they appear in the records of the Corporation at the close of business on the same day as the Record Date for the corresponding dividend or

distribution to the holders of shares of Common Stock.

have no obligation to pay, and the holders of shares of NVCE Stock shall have no right to receive, dividends or distributions at any time, including with respect to dividends or distributions with respect to Common Stock or any class or series of

authorized Preferred Stock. To the extent the Corporation declares dividends or distributions on the NVCE Stock and on any Common Stock but does not make full payment of such declared dividends or distributions, the Corporation will allocate the

dividend payments on a pro rata basis among the holders of the shares of NVCE Stock and the holders of any Common Stock then outstanding. For purposes of calculating the allocation of partial dividend payments, the Corporation will allocate

dividend payments on a pro rata basis among the Holders and the holders of any Common Stock so that the amount of dividends or distributions paid per share on the shares of NVCE Stock and such Common Stock shall in all cases bear to each

other the same ratio that payable dividends or distributions per share on the shares of the NVCE Stock and such Common Stock (but without, in the case of any noncumulative Preferred Stock, accumulation of dividends or distributions for prior

dividend periods) bear to each other. The foregoing right shall not be cumulative and shall not in any way create any claim or right in favor of Holders in the event that dividends or distributions have not been declared or paid in respect of any

prior calendar quarter.

(d) No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or

payments on shares of NVCE Stock or on such Common Stock that may be in arrears.

(e) Holders shall not be entitled to any dividends or

distributions, whether payable in cash, securities or other property, other than dividends or distributions (if any) declared and payable on shares of NVCE Stock as specified in this Certificate of Designations.

(f) Notwithstanding any provision in this Certificate of Designations to the contrary, Holders shall not be entitled to receive any dividends

or distributions on any shares of NVCE Stock on or after the applicable Conversion Date in respect of such shares of NVCE Stock that have been converted as provided herein, except to the extent that any such dividends or distributions have been

declared by the Board or any duly authorized committee of the Board and the Record Date for such dividend occurs prior to such applicable Conversion Date.

Section V. Voting.

(a) Notwithstanding any stated or statutory voting rights, except as set forth in Section V(b), the Holders shall

not be entitled to vote (in their capacity as Holders) on any matter submitted to a vote of the stockholders of the Corporation.

(b) So long as any shares of NVCE Stock are outstanding, the Corporation shall not, without

the written consent or affirmative vote, given in person or by proxy, at a meeting called for that purpose by holders of at least a majority of the outstanding shares of NVCE Stock, voting as a single and separate class, amend, alter or repeal

(including by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, other than a Reorganization Event pursuant to which the NVCE Stock is treated in accordance with

Section VII(i)) any provision of (i) this Certificate of Designations or (ii) the Charter, in either case, that would alter, modify or change the preferences, rights, privileges or powers of the NVCE

Stock so as to, or in a manner that would, significantly and adversely affect the preferences, rights, privileges or powers of the NVCE Stock; provided, that neither (x) any increase in the amount of the authorized or issued NVCE

Stock or any securities convertible into NVCE Stock nor (y) the creation and issuance, or an increase in the authorized or issued amount, of any series of Preferred Stock, or any securities convertible into Preferred Stock, ranking equal with

and/or junior to the NVCE Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Corporation’s liquidation,

dissolution or winding up, in either case, will, in and of itself, be deemed to significantly and adversely affect the preferences, rights, privileges or powers of the NVCE Stock and no Holders will have any right to vote their shares of NVCE Stock

or consent to such action solely by reason of such an increase, creation or issuance.

shall not, without the written consent or affirmative vote, given in person or by proxy, at a meeting called for that purpose by the unanimous consent of the holders of the outstanding shares of NVCE Stock, amend, alter or repeal (including by

merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, other than a Reorganization Event pursuant to which the NVCE Stock is treated in accordance with

Section VII(i)) the definitions of Base Price, Conversion Price or Applicable Conversion Rate under this Certificate of Designations.

(d) Notwithstanding the foregoing, the Holders shall not have any voting rights set out in Section V(b) if, at or

prior to the effective time of the act with respect to which such vote would otherwise be required, all outstanding shares of NVCE Stock shall have been converted into shares of Common Stock.

Section VI. Liquidation.

(a) Subject to the terms hereof, the NVCE Stock shall, consistent with the requirements of 12 C.F.R. Section 217.20(b)(1) (or any

successor regulation) with respect to common equity tier 1 capital, rank equally with, and have identical rights, preferences and privileges as, the Common Stock with respect to dividends or distributions (including regular quarterly dividends)

declared by the Board and rights upon any liquidation, dissolution, winding up or similar proceeding of the Corporation, as provided in the Charter; provided, that, in the event of any liquidation, dissolution or winding up of the affairs of

the Corporation, holders of the NVCE Stock shall be entitled to receive, in preference to the holders of the Common Stock, in addition to the foregoing amount, an amount per share equal to $0.0001.

(b) For purposes of this Section VI, the sale, conveyance, exchange or transfer (for cash, shares of stock,

securities or other consideration) of all or substantially all of the property and assets of the Corporation shall be deemed not to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the

merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or Person or the merger, consolidation or any other business combination of any other corporation or Person into or with the

Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section VII. Adjustments.

(a) The Conversion Price shall be subject to the adjustments described in this Section VII (each such event set

forth in Section VII(b) through Section VII(i), an “Adjustment Event”).

(b) Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common

Stock, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such dividend or

distribution by the following fraction:

OS0

OS1

Where,

OS0

the number of shares of Common Stock outstanding immediately prior to Ex-Date for such dividend or distribution.

OS1

the sum of (x) the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution, plus (y) the total number of shares of

Common Stock issued in such dividend or distribution.

The adjustment pursuant to this Section VII(b) shall become effective at 9:00

a.m., New York City time on the Ex-Date for such dividend or distribution. For the purposes of this Section VII(b), the number of shares of Common Stock at the time outstanding shall

not include shares held in treasury by the Corporation. If any dividend or distribution described in this Section VII(b) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the

date the Board publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

(c) Subdivisions, Splits and Combinations of Common Stock. If the Corporation subdivides, splits or combines the shares of Common

Stock, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the effective date of such share subdivision, split or combination by the

following fraction:

OS0

OS1

Where,

OS0

the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, split or combination.

OS1

the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, split or combination.

The adjustment pursuant to this Section VII(c) shall become

effective at 9:00 a.m., New York City time on the effective date of such subdivision, split or combination. For the purposes of this Section VII(c), the number of shares of Common Stock at the time outstanding shall not

include shares held in treasury by the Corporation. If any subdivision, split or combination described in this Section VII(c) is announced but the outstanding shares of Common Stock are not subdivided, split or combined,

the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to subdivide, split or combine the outstanding shares of Common Stock, to such Conversion Price that would be in effect if such

subdivision, split or combination had not been announced.

(d) Issuance of Stock Purchase Rights. If the Corporation issues to all

or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days

from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding the Ex-Date for such

issuance, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the

following fraction:

OS0 + Y

OS0 + X

Where,

OS0

the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution.

the total number of shares of Common Stock issuable pursuant to such rights or warrants.

the number of shares of Common Stock equal to (a) the aggregate price payable to exercise such rights or warrants divided by (b) the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants.

Any adjustment pursuant to this Section VII(d) shall become effective

immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section VII(d), the number of shares of Common Stock at the time

outstanding shall not include shares held in treasury by the Corporation. The Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Corporation. In the event that such rights or

warrants described in this Section VII(d) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to issue such rights or warrants, to the

Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such

rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of

such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares

of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board).

(e) Debt or Asset Distributions. If the Corporation distributes to all or substantially all holders of shares of Common Stock evidences

of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section VII(b), any dividend or distribution paid exclusively in cash, any consideration

payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other

business unit in the case of certain spin-off transactions as described below), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the

Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

SP0 – FMV

SP0

Where,

SP0

the Current Market Price per share of Common Stock on such date.

FMV

the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board; provided that, if “FMV” as set forth above is equal to or

greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which such distribution

is made to holders of Common Stock, for each share of NVCE Stock, the amount of such distribution such Holder would have received had such holder owned a number of shares of Common Stock equal to the Applicable Conversion Rate on the Ex-Date for such distribution.

In a “spin-off”, where the Corporation makes a

distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, if a Holder did not participate in such distribution with

respect to such shares of NVCE Stock as provided for in Section IV, the Conversion Price with respect to such share held by such Holder will be adjusted on the 15th

Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction:

MP0

MP0+ MPs

Where,

MP0

the average of the Closing Prices of the Common Stock over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

MPs

the average of the Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first 10 Trading Days commencing on and including the fifth

Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair

market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board.

Any adjustment pursuant to this Section VII(e) shall become effective immediately

prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section VII(e) is not so paid or made, the

Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not

been declared.

(f) Cash Distributions. If the Corporation makes a distribution consisting exclusively of cash to all holders of

Common Stock, excluding any (i) cash dividend on the Common Stock to the extent a corresponding cash dividend is paid on the NVCE Stock pursuant to Section IV(a), (ii) cash that is distributed in a Reorganization Event

or as part of a “spin-off” referred to in Section VII(e), (iii) dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding-up, and (iv) consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price in effect immediately prior

to the Ex-Date for such distribution will be multiplied by the following fraction:

SP0 – DIV

SP0

Where,

SP0

the Closing Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date.

DIV

the amount per share of Common Stock of the cash distribution, as determined pursuant to the introduction to this Section VII(f).

In the event that any distribution described in this Section VII(f) is not so made,

the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “DIV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on the date on which the relevant cash dividend

or distribution is distributed to holders of Common Stock, for each share of NVCE Stock, the amount of cash such Holder would have received had such holder owned a number of shares of Common Stock equal to the Applicable Conversion Rate on the Ex-Date for such distribution.

(g) Self-Tender Offers and Exchange Offers. If the Corporation or any of its

subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock

on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement of the

offer by the following fraction:

OS0 x SP0

AC + (SP0 x OS1)

Where,

SP0

the Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer.

OS0

the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS1

the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer).

the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board.

Any adjustment made pursuant to this Section VII(g) shall become effective

immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Corporation or one of its subsidiaries is obligated to purchase shares of Common Stock

pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be

readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

(h)

Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Stock on any Conversion Date, upon conversion of any shares of the NVCE Stock, the Holders will receive, in addition to the shares of

Common Stock, the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the shares of Common Stock, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had

made a distribution to all holders of Common Stock as described in Section VII(e), subject to readjustment in the event of the expiration, termination or redemption of such rights.

(i) Reorganization Events.

(i) Upon the occurrence of a Reorganization Event prior to an applicable Conversion Date, each share of NVCE Stock outstanding immediately

prior to such Reorganization Event shall, without the consent of Holders, automatically convert into the types and amounts of securities, cash, and other property that is or was receivable in such Reorganization Event by a holder (other than the

counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which such share of NVCE Stock was convertible immediately prior to such Reorganization Event in exchange for such shares of

NVCE Stock (such securities, cash, and other property, the “Exchange Property”); provided that, to the extent receipt of any Exchange Property would be prohibited by Law or would require the Holder to obtain any

consent, authorization, approval, license or permit of any Governmental Entity to acquire or hold the Exchange Property, then the portion of the NVCE Stock of such Holder that such Holder is prohibited by Law or requires such action to acquire or

hold shall instead either (A) convert into a substantially identical non-voting security (with commensurate voting powers and conversion rights as the NVCE Stock hereunder) of the entity surviving such

Reorganization Event or other entity in which holders of shares of Common Stock receive securities in connection with such Reorganization Event or (B) if proper provision is not made to give effect to the foregoing subclause (A), remain

outstanding without any alterations to the terms thereof and be convertible into the Exchange Property.

(ii) A “Reorganization

Event” shall mean:

(1) any consolidation, merger, conversion or other similar business combination of the

Corporation with or into another Person, in each case, pursuant to which all or substantially all of the Common Stock outstanding will be converted into cash, securities, or other property of the Corporation or another Person;

(2) any sale, transfer, lease, or conveyance to another Person of all or substantially all of the property and assets of the

Corporation and its subsidiaries, taken as a whole, in each case pursuant to which all of the Common Stock outstanding will be converted into cash, securities, or other property of the Corporation or another Person;

(3) any reclassification of the Common Stock into securities other than the Common Stock; or

(4) any statutory exchange of all of the outstanding shares of Common Stock for securities of another Person (other than in

connection with a merger or acquisition).

(iii) In the event that holders of the shares of the Common Stock have the opportunity to elect

the form of consideration to be received in such Reorganization Event, the Corporation shall ensure that the Holders have the same opportunity to elect the form of consideration in accordance with the same procedures and pro ration mechanics that

apply to the election to be made by the holders of the Common Stock. The amount of Exchange Property receivable upon conversion of any NVCE Stock shall be determined based upon the Conversion Price in effect on the date on which such Reorganization

Event is consummated.

(iv) The provisions of this Section VII(i) shall similarly apply

to successive Reorganization Events or any series of transactions that results in a Reorganization Event and the provisions of Section VII(i) shall apply to any shares of capital stock of the Corporation (or any successor)

received by the holders of the Common Stock in any such Reorganization Event.

(v) The Corporation (or any successor) shall, at least

twenty (20) days prior to the occurrence of any Reorganization Event, use reasonable best efforts to provide written notice to the Holders of the anticipated occurrence of such event and of the type and amount of the cash, securities or other

property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section VII.

(vi) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides

for the conversion of the NVCE Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section VII(i).

(j) No adjustment to the Conversion Price shall be made with respect to a share of NVCE Stock if the Holder thereof has participated in the

transaction that would otherwise give rise to an adjustment with respect to such share of NVCE Stock, as a result of holding such share of NVCE Stock at the time of such transaction (including pursuant to Section IV),

without having to convert such share of NVCE Stock, as if they held the full number of shares of Common Stock into which each such share of the NVCE Stock held by them may then be converted.

(k) Notwithstanding anything to the contrary herein, an Adjustment Event shall not allow the Holder to acquire a higher percentage of any

Class of Voting Securities of the Corporation than the Holder (together with its affiliates for purposes of the BHC Act) beneficially owned immediately prior to such Adjustment Event.

Section VIII. Reports as to Adjustments.

Whenever the number of shares of Common Stock into which the shares of the NVCE Stock are convertible is adjusted as provided in

Section VII, the Corporation shall promptly, but in any event within ten days thereafter, compute such adjustment and furnish to the Holders a notice stating the number of shares of Common Stock into which each share of the

NVCE Stock is convertible as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof and when such adjustment will become effective. Amounts resulting from any calculation hereunder will be

rounded to the nearest 1/10,000th.

Section IX. Reservation of Stock.

(a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon

the conversion of shares of NVCE Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the

shares of NVCE Stock then outstanding.

(b) The Corporation hereby covenants and agrees that, for so long as shares of the Common Stock

are listed on the NASDAQ or any other national securities exchange or automated quotation system, the Corporation will, if permitted by the rules of such exchange or automated quotation system, list and keep listed that number of shares of Common

Stock issuable upon conversion of shares of all the NVCE Stock.

Section X. Exclusion of Other Rights.

The shares of NVCE Stock shall not have any voting powers except as expressly described herein, and, except as may otherwise be required by

Law, shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth herein (as this Certificate of Designations may be amended from time to time) and in the Charter. The shares of

NVCE Stock shall have no preemptive or subscription rights.

Section XI. Severability of Provisions.

If any voting powers, preferences or relative, participating, optional or other special rights of the NVCE Stock and qualifications,

limitations and restrictions thereof set forth in this Certificate of Designations (as this Certificate of Designations may be amended from time to time) are invalid, unlawful or incapable of being enforced by reason of any rule of Law, all

other voting powers, preferences and relative, participating, optional and other special rights of NVCE Stock and qualifications, limitations and restrictions thereof set forth in this Certificate of Designations (as so amended) which can be given

effect without the invalid, unlawful or unenforceable voting powers, preferences or relative, participating, optional or other special rights of NVCE Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full

force and effect, and no voting powers, preferences or relative, participating, optional or other special rights of NVCE Stock or qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such

voting powers, preferences or relative, participating, optional or other special rights of NVCE Stock or qualifications, limitations and restrictions thereof unless so expressed herein.

Section XII. Cancellation of NVCE Stock.

Any shares of NVCE Stock that have been duly converted in accordance with this Certificate of Designations, or reacquired by the Corporation,

shall be cancelled promptly thereafter and revert to authorized but unissued shares of Preferred Stock undesignated as to series. Such shares may be designated or redesignated and issued or reissued, as the case may be, as part of any series of

Preferred Stock. The Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of NVCE Stock solely in accordance with the foregoing.

Section XIII. Additional Authorized Shares.

Notwithstanding anything set forth in the Charter or this Certificate of Designations to the contrary, the Board or any authorized committee

of the Board, without the vote of the Holders, may increase or decrease the number of authorized shares of NVCE Stock or other stock ranking junior or senior to, or on parity with, the NVCE Stock as to dividends and the distribution of assets upon

any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section XIV. Determinations.

The Corporation shall have the sole right to make all calculations called for hereunder. Absent fraud or manifest error, such calculations

shall be final and binding on all Holders. The Corporation shall have the power to resolve any ambiguity and its action in so doing, as evidenced by a resolution of the Board, shall be final and conclusive unless clearly inconsistent with the intent

hereof. Amounts resulting from any calculation will be rounded, if necessary, to the nearest one ten-thousandth, with five one-hundred thousandths being rounded upwards.

The NVCE Stock is intended to qualify as common equity tier 1 capital for purposes of 12 C.F.R. Section 217.20(b)(1) (or any

successor regulation), and the terms of this Certificate of Designation shall be interpreted, construed and applied to achieve such regulatory capital treatment.

Section XV. No Redemption.

The Corporation may not, at any time, redeem the outstanding shares of the NVCE Stock, other than as otherwise expressly set forth in

Section VII and with the prior approval of the Board of Governors of the Federal Reserve System to the extent required by law or regulation.

Section XVI. Maturity.

The NVCE Stock shall be perpetual, unless converted in accordance with this Certificate of Designations.

Section XVII. Repurchases.

Subject to the limitations imposed herein, the Corporation may purchase and sell shares of NVCE Stock from time to time to such extent, in

such manner, and upon such terms as the Board or any duly authorized committee of the Board may determine; provided that any repurchase of shares of NVCE Stock by the Corporation shall require prior approval of the Board of Governors of the

Federal Reserve System to the extent required by law or regulation.

Section XVIII. No Sinking Fund.

Shares of NVCE Stock are not subject to the operation of a sinking fund.

Section XIX. Notices.

All notices, demands or other communications to be given hereunder shall be in writing and shall be deemed to have been given (a) on the

date of delivery if delivered personally to the recipient, or if by email, upon delivery (provided that no auto-generated error or non-delivery message is generated in response thereto), (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 (i) if to the Corporation, OceanFirst Financial

Corp., 110 West Front Street, Red Bank, New Jersey 07701, Attention: Chief Executive Officer, Email: cmaher@oceanfirst.com; with a copy to: General Counsel, Email: stsimbin@oceanfirst.com or (ii) if to any Holder or holder of Common Stock, as

the case may be, to such Holder or holder at the address listed in the stock record books of the Corporation, or, in each case, such other address or to the attention of such other Person as the recipient party has specified by prior written notice

to the sending party.

Section XX. Taxes.

(a) The Corporation and each Holder shall bear their own costs, fees and expenses in connection with any conversion contemplated by

Section III(a)(i), except that the Corporation shall pay any and all transfer taxes, stamp taxes or duties, documentary taxes, or other similar taxes in connection with, or arising by reason of, any issuance or delivery of

shares of NVCE Stock or Common Stock or other securities issued on account of NVCE Stock pursuant hereto, including in connection with any conversion contemplated by Section III(a)(i); provided that the Corporation

shall not be required to pay any such tax that may be payable in connection with any conversion contemplated by Section III(a)(i) to the extent such tax is payable because a registered holder of NVCE Stock requests Common

Stock to be registered in a name other than such registered holder’s name and no such Common Stock will be so registered unless and until the registered holder making such request has paid such taxes to the Corporation or has established to

the satisfaction of the Corporation that such taxes have been paid or are not payable.

(b) The Corporation and each Holder agree that

(i) it is intended that the NVCE Stock not constitute “preferred stock” within the meaning of Section 305 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations

promulgated thereunder and (ii) except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, neither the Corporation nor any Holder shall treat the NVCE Stock as such for

United States federal income tax or withholding tax purposes or otherwise take any position inconsistent with such treatment.

(c)

Notwithstanding anything herein to the contrary, the Corporation shall be entitled to deduct and withhold from any consideration otherwise payable on or with respect to the NVCE Stock such amounts as it is required to deduct or withhold with respect

to the making of such payment under the Code, or any other applicable tax Law; provided that the Corporation shall provide each Holder a reasonable opportunity to provide such forms or other documentation that would eliminate or reduce any

such deduction or withholding. If any amounts are so deducted or withheld and subsequently paid to the applicable Government Entity, such deducted or withheld amounts shall be treated for all purposes hereunder as having been paid to the person to

which such amounts would have otherwise been payable.

Section XXI. No Stock Certificates.

Notwithstanding anything to the contrary contained in this Certificate of Designations, no shares of NVCE Stock shall be issued in physical,

certificated form. All shares of NVCE Stock shall be evidenced by book-entry on the record books maintained by the Corporation or its transfer agent.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be

signed by the undersigned on this first day of May 29, 2026.

OCEANFIRST FINANCIAL CORP.

By:

/s/ Christopher D. Maher

Name: Christopher D. Maher

Title: Chief Executive Officer

[Signature Page to

Certificate of Designations]

EX-4.1

Filename: d145829dex41.htm · Sequence: 3

EX-4.1

Exhibit 4.1

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED

UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS (I) A REGISTRATION STATEMENT RELATING THERETO IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) THE

TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES ISSUABLE

UNDER THIS INSTRUMENT ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH HEREIN AND IN AN INVESTMENT AGREEMENT, DATED AS OF DECEMBER 29, 2025, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

WARRANT

to purchase

7,629.05

Shares of Non-Voting Common Equivalent Stock

OceanFirst

Financial Corp.

a Delaware Corporation

No. 01

Issue Date: June 1, 2026

Table of Contents

Page

DEFINITIONS

NUMBER OF SHARES; PERSONS ENTITLED TO EXERCISE WARRANT

EXERCISE OF WARRANT; TERM

LIMITATION OF EXERCISE

COVENANTS AND REPRESENTATIONS OF THE COMPANY

ISSUANCE OF SHARES; AUTHORIZATION; LISTING

COMPLIANCE WITH SECURITIES LAWS

NO FRACTIONAL SHARES OR SCRIP

NO RIGHTS AS STOCKHOLDERS; TRANSFER BOOKS

10.

TRANSFER

11.

REGISTRY OF WARRANT

12.

LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT

13.

SATURDAYS, SUNDAYS, HOLIDAYS, ETC.

14.

RULE 144 INFORMATION

15.

ADJUSTMENTS AND OTHER RIGHTS

16.

BUSINESS COMBINATIONS

17.

EXERCISE OF WARRANT IN CONNECTION WITH A DESIGNATED EVENT

18.

ATTORNEYS’ FEES

19.

TAX TREATMENT OF CASHLESS EXERCISE

20.

TRANSFER TAXES

21.

NOTICES

22.

MISCELLANEOUS

Index of Defined Terms

Page

ACT

affiliate

Applicable Price

Applicable Restrictions

Appraisal Procedure

Business Combination

business day

Cash Designated Event

Certificate of Designations

Certificate of Incorporation

Company

Convertible Transfer

Designated Event

Designated Price

Effective Date

Exchange Act

Excluded Stock

Exercise Price

Expiration Date

Fair Market Value

Group

Investment Agreement

Issue Date

Mandatory Exercise Price

Notice of Exercise

NVCE Stock

Ownership Limitation

Per Share Cash Designated Event Consideration

person

SEC

Share Recipient

Subject Record Date

Trading Day

Transfer

Warrant

Warrant Certificate

Warrantholder

Warrantholder Group

Warrantholder Person

1. Definitions. Unless the context otherwise requires, when used herein the following

terms shall have the meanings indicated. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.

“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 if the Warrantholder is controlled by a private equity sponsor or similar investment firm, “affiliate” shall not include any “portfolio company” (as such term

is customarily used in the private equity industry), or any investment fund or vehicle (other than any such fund or vehicle with a direct or indirect interest in Investor), of or related to or affiliated with or managed by such sponsor or firm. For

purposes of this definition, “control” (including, with correlative meanings, the terms “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.

“Applicable Price” means the applicable Conversion Price (as defined in the Certificate of Designations), as adjusted from

time to time pursuant to the Certificate of Designations.

“Appraisal Procedure” means a procedure whereby two

independent appraisers, one chosen by the Company and one chosen by the Warrantholder, shall mutually agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within fifteen

(15) days after the Appraisal Procedure is invoked. If within thirty (30) days after appointment of the two appraisers they are unable to mutually agree upon the amount in question, a third independent appraiser shall be chosen within ten

(10) days thereafter by the mutual agreement of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the American Arbitration Association, or any

organization successor thereto, from a panel of arbitrators having experience in the appraisal of the subject matter to be appraised. The decision of the third appraiser so appointed and chosen shall be given within thirty (30) days after the

selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle

determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the Company and the Warrantholder; otherwise, the average of all three

determinations shall be binding and conclusive on the Company and the Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the Company; provided that, if the final determination of the appraisers is less than the

fair market value determination of the Board of Directors, then such costs shall be borne solely by the Warrantholder.

“Business

Combination” means, whether in a single transaction or series of related transactions, a merger, division, consolidation, share exchange, reorganization, sale of all or substantially all of the Company’s assets to another person or

similar transaction (which may include a reclassification) involving the Company (other than the Mergers).

“business

day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized by Law to be closed.

“Certificate of Designations” means the Certificate of Designations of

the Non-Voting Common Equivalent Stock, filed with the Delaware Secretary of State on May 29, 2026, effective as of May 29, 2026.

“Certificate of Incorporation” means the Certificate of Incorporation of the Company (as amended by the Certificate of

Designations, and as may be further amended, restated, supplemented or otherwise modified from time to time).

“Convertible

Transfer” shall have the meaning set forth in the Certificate of Designations.

“Designated Event” means a

single transaction or series of related transactions pursuant to which: (i) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become the “beneficial owner”

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Voting Common Stock representing 50% or more of the total voting power

of all outstanding classes of the Company’s voting stock; (ii) the Company consolidates with, effects a binding share exchange with, or merges with or into, another person or the Company sells, assigns, conveys, transfers, leases or

otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company, in any such event, other than any transaction or series of related transactions: (A) pursuant to which the

persons that “beneficially owned,” directly or indirectly, a majority of the total voting power of the shares of the Voting Common Stock immediately prior to such transaction “beneficially own,” directly or indirectly, shares

of voting stock representing a majority of the total voting power of all outstanding classes of voting stock of the surviving, resulting or transferee person, or of the parent entity of such surviving or transferee person, and such holders’

proportional voting power immediately after such transaction vis-à-vis each other with respect to the securities they receive in such transaction shall be in

substantially the same proportions as their respective voting power vis-à-vis each other immediately prior to such transaction; or (B) which is effected

solely to change jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of the Voting Common Stock solely into equivalent shares of common stock of the surviving entity; or

(iii) the holders of the Company’s capital stock approve any plan or proposal for the liquidation or dissolution of the Company.

“Designated Price” means, for any Designated Event, (i) if the consideration paid to holders of Voting Common Stock in

connection with such Designated Event consists exclusively of cash, the Per Share Cash Designated Event Consideration multiplied by the number of shares of Voting Common Stock into which such NVCE Stock is then convertible, and (ii) in

all other cases, the ten (10) Trading Day average of the Market Price of the Shares ending on the Trading Day prior to the Effective Date of such Designated Event.

“Excluded Stock” means (1) shares of Voting Common Stock issued by the Company as a stock dividend payable in shares

of Voting Common Stock, or upon any subdivision or split-up of the outstanding shares of Voting Common Stock, in each case, which is subject to Section VII(b) of the Certificate of Designations, or upon

conversion of securities (but not the issuance of such securities convertible or exchangeable into Voting Common Stock which will be subject to the provision of Section 15(b)), (2) shares of Voting Common Stock to be issued in good faith to

directors, officers, employees, consultants or other agents of the Company or its Subsidiaries

pursuant to options, restricted stock units, other equity-based awards or other compensatory arrangements approved by the Board of Directors in the ordinary course of providing equity

compensation awards, (3) any shares of Voting Common Stock issued upon conversion of the NVCE Stock, (4) any shares issued upon the conversion of the Shares issued under this Warrant, (5) any shares of Voting Common Stock or preferred

stock of the Company issued pursuant to the Merger Agreement, (6) any other securities exercisable or exchangeable for or convertible into shares of Voting Common Stock issued and outstanding on the Issue Date; provided that,

in the case of this clause (6), such securities have not been amended subsequent to the issuance of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such

securities or to extend the term of such securities, and (7) any shares of capital stock issued or sold to the Warrantholder or any of its Affiliates.

“Exercise Price” means $19,760; provided, that the foregoing shall be subject to adjustment as expressly set forth

herein.

“Fair Market Value” means, with respect to any security or other property, the fair market value of such

security or other property as determined by the Board of Directors, acting in good faith in reliance on advice received by the Board of Directors from a nationally recognized independent investment banking firm retained by the Company for the

purpose of determining the fair market value of shares of the NVCE Stock and certified in a resolution to the Warrantholder. If the Warrantholder does not accept the Board of Director’s calculation of fair market value and, thereafter, the

Warrantholder and the Company are unable to agree on fair market value, then the Appraisal Procedure shall be used to determine fair market value.

“Group” means a group as contemplated by Section 13(d)(3) of the Exchange Act.

“Investment Agreement” means that certain Investment Agreement, dated as of December 29, 2025, as it may be amended

from time to time, by and among the Company, WPGG 14 Orion L.P. and WPFS II Orion L.P.

“Issue Date” means the date

first set forth above opposite the heading Issue Date.

“Mandatory Exercise Price” means $30.00; provided, that

the foregoing shall be subject to adjustment as expressly set forth herein.

“Market Price” means, with respect to

(1) the NVCE Stock, on any given day, (a) the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, of the shares of the NVCE Stock on the principal

exchange or market on which the NVCE Stock is so listed or quoted, (b) if the NVCE Stock is not so publicly traded, the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked

prices, regular way, of the shares of the Voting Common Stock on the principal exchange or market on which the Voting Common Stock is so listed or quoted multiplied by the number of shares of Voting Common Stock into which such NVCE Stock is

then convertible or (c) if neither the foregoing clause (a) nor clause (b) applies, the Fair Market Value of a share of the NVCE Stock and (2) the Voting Common Stock, on any given day, (a) the last sale price,

regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, of the shares of the Voting Common Stock on the principal exchange or market on which the Voting Common Stock is so listed

or quoted or (b) if the foregoing clause (a) does not apply, the Fair Market Value of a share of the Voting Common Stock. “Market Price” shall be determined without reference to after-hours or extended-hours trading.

“Notice of Exercise” means a duly completed and executed Notice of

Exercise, the form of which is annexed hereto.

“NVCE Stock” means Non-Voting

Common Equivalent Stock, par value $0.01 per share, of the Company.

“person” means any 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.

“Trading Day” means a day on which the shares of Voting Common Stock (1) are

not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and (2) have traded

at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Voting Common

Stock.

“Transfer” means to sell, transfer, make any short sale of, loan, grant any option for the purchase of or

interest in or otherwise dispose of this Warrant or any rights hereunder; provided, however, that a pledge or other encumbrance of this Warrant or any rights hereunder that creates a mere security interest in this Warrant or any rights hereunder

shall not constitute a Transfer.

“Warrant” means this Warrant issued pursuant to the Investment Agreement.

“Warrant Certificate” means this certificate evidencing this Warrant.

“Warrantholder” means the person who shall from time to time own this Warrant, including any transferee thereof.

2. Number of Shares; Persons Entitled to Exercise Warrant. On the terms and subject to the conditions, requirements and

procedures set forth herein, OceanFirst Financial Corp., a Delaware corporation (the “Company”), hereby certifies that, unless this Warrant has been earlier redeemed, surrendered, cancelled or exercised in full, for value

received, this Warrant is exercisable in whole at any time or in part from time to time, for, in the aggregate, 7,629.05 duly authorized, validly issued, fully-paid and nonassessable shares of NVCE Stock (“Shares”), as such number

may be adjusted in accordance with the terms of this Warrant, free and clear of all Liens (other than transfer restrictions imposed under the Investment Agreement, this Warrant or applicable securities Laws), by the Warrantholder. The number of

Shares issuable hereunder, the Exercise Price and the Mandatory Exercise Price are subject to adjustment as provided herein and in the Certificate of Designations, and all references to “Shares,” “Exercise Price” and

“Mandatory Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. If this Warrant is transferred in a Convertible Transfer to any person for whom the underlying NVCE Stock would automatically

convert into Voting Common Stock pursuant to Section III(a) of the Certificate of Designations if transferred directly, then, notwithstanding anything to the contrary in this Warrant, this Warrant shall be exercisable by such person in whole at any

time or in part

from time to time for the number of shares of Voting Common Stock into which the Shares would be convertible pursuant to the Certificate of Designations at the time of exercise (including any

cumulative adjustment pursuant to the proviso in the definition of Conversion Price in the Certificate of Designations), and the remaining terms of this Warrant shall apply to such exercise mutatis mutandis.

3. Exercise of Warrant; Term.

(a) On the terms and subject to the conditions, requirements and procedures set forth herein, prior to 5:00 p.m. (New York City time) on the

seven (7) year anniversary of the Issue Date (the “Expiration Date”):

(i) this Warrant may be exercised by the

Warrantholder, in whole or in part, from time to time, at any time after 9:00 a.m., New York City time, (1) during the period beginning on the third anniversary of the Closing and ending on the Expiration Date or (2) prior to such third

anniversary (x) at any time after the Market Price of the Voting Common Stock equals or exceeds the Mandatory Exercise Price at the close of any Trading Day of NASDAQ (or, if NASDAQ is not the principal exchange or market on which the Voting

Common Stock is so listed or quoted, such other principal exchange or market on which the Voting Common Stock is so listed or quoted) or (y) in connection with a Designated Event as contemplated by Section 17, in each

case of clause (1) or (2), by (x) the delivery by the Warrantholder to the Company of a Notice of Exercise and (y) if applicable, payment by the Warrantholder to the Company of the Exercise Price for the Shares specified in such

Notice of Exercise pursuant to Section 3(b); and

(ii) this Warrant shall be automatically exercised in full for

Shares in the event the Market Price of the Voting Common Stock equals or exceeds the Mandatory Exercise Price for twenty (20) or more Trading Days during any thirty (30)-consecutive Trading Day period of NASDAQ (or, if NASDAQ is not the

principal exchange or market on which the Voting Common Stock is so listed or quoted, such other principal exchange or market on which the Voting Common Stock is so listed or quoted), and the Warrantholder shall remit to the Company the Exercise

Price for the Shares pursuant to Section 3(b).

(b) Payment of the Exercise Price for the Shares in any exercise

pursuant to Section 3(a) shall be effected by the Company withholding, from the Shares that would otherwise be delivered to the Warrantholder upon such exercise, an amount of Shares (but for the avoidance of doubt not more

than the number of Shares that would be otherwise deliverable) equal in value to the aggregate Exercise Price in respect of the Shares as to which this Warrant is so exercised, based on, in the case of an exercise pursuant to

(i) Section 3(a)(i), the ten (10) Trading Day average of the Market Price of the Shares ending on the second Trading Day prior to the date on which this Warrant is exercised or (ii) Section 3(a)(ii),

the ten (10) Trading Day average of the Market Price of the Shares commencing on the second Trading Day following the date on which this Warrant is automatically exercised (provided that in the case of a Cash Designated Event such calculation

shall be based on the Per Share Cash Designated Event Consideration multiplied by the number of shares of Voting Common Stock into which such NVCE Stock is then convertible) (“Net Share Settlement”); provided that,

if the Company and the Warrantholder mutually agree in writing otherwise, payment of the Exercise Price for the Shares in any exercise pursuant to Section 3(a) shall be made by the Warrantholder delivering to the Company

cash in an amount equal to the aggregate Exercise Price by wire transfer of immediately available funds to an account designated by the Company.

Section 3(a)(i), the Warrantholder will, at the option of the Warrantholder, be entitled to receive from the Company, within a reasonable time, and in any event not exceeding three (3) business days after notice

thereof to the Company, a new Warrant Certificate in substantially identical form to this Warrant Certificate, but for the purchase of that number of Shares that remain issuable pursuant to this Warrant.

(d) If the Warrantholder does not elect to receive a new Warrant Certificate in accordance with Section 3(c), then,

notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant

to the Company for cancellation within three (3) business days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in the issuance of a portion of the total number of Shares

issuable hereunder shall have the effect of lowering the outstanding number of Shares issuable hereunder in an amount equal to the applicable number of Shares issued upon such partial exercises hereof. The Warrantholder and the Company shall

maintain records showing the number of Shares issued upon partial exercises hereof and the date of such issuances. The Company shall inform the Warrantholder if a Notice of Exercise has not been duly completed within three (3) business days of

receipt of such notice, but shall not refuse or object to the issuance of the Shares upon receipt of, and pursuant to, a duly completed Notice of Exercise. The Warrantholder, by acceptance of this Warrant, acknowledges and agrees that, by reason

of the provisions of this Section 3, following the exercise of a portion of this Warrant, the number of Shares issuable hereunder at any given time may be less than the amount stated on the face

hereof.

(e) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection

with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may, at the election of the Warrantholder (as set forth in the applicable Notice of Exercise), be conditioned upon the consummation of

such transaction, in which case, such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(f) Following the close of business on the Expiration Date, this Warrant shall terminate and the Warrantholder shall have no right to acquire

any shares pursuant hereto, other than settlement of any exercise pursuant to Section 3(a) that properly occurred prior to the Expiration Date.

4. Limitation of Exercise.

(a) The Warrantholder shall have no right to exercise this Warrant, and the Company shall have no obligation to effect any exercise of this

Warrant, to the extent that after giving effect to any exercise of this Warrant, such exercise would or would reasonably be expected to (i) cause the Warrantholder, its affiliates or any of their partners or principals to (A)

“control” the Company or be required to become a bank holding company, in each case, pursuant to the Bank Holding

Company Act of 1956 (the “BHC Act”) , or own or be deemed to control one-third or more of the Company’s “total equity”

(as interpreted and calculated in accordance with 12 CFR 225.34 or any successor or similar regulation or interpretation); or (B) serve as a source of financial strength to the Company pursuant to the BHC Act; or (ii) require the

Warrantholder, its affiliates or any of their partners or principals to have made any advance filing with, obtained any approval, authorization consent, permit or license of, or provided notice to, any Governmental Entity under Law (which such

filing has not been made, or approval, authorization, consent, permit or license has not been obtained or such notice has not been duly provided), including the expiration of any waiting periods associated therewith (including any extensions

thereof). In the event that the limitation in this Section 4(a) becomes applicable as a result upon exercise of this Warrant pursuant Section 3(a)(ii), such automatic exercise shall apply only to

the portion of the Shares permitted to be delivered in accordance with this Section 4(a) and this Warrant shall remain outstanding with respect to any remaining Shares underlying this Warrant but for purposes of any

subsequent exercise of this Warrant the Market Price will be deemed to be the Market Price in effect as of the initial automatic exercise pursuant Section 3(a)(ii) (subject to adjustment in accordance with Section 15

to preserve the value intended economic effect of the automatic exercise) (and, for the avoidance of doubt, giving effect to any cumulative adjustment pursuant to the proviso in the definition of Conversion Price in the Certificate of Designations).

This Warrant shall be automatically exercised at such subsequent time(s) when, but in each case only to the extent, permitted pursuant this Section 4(a).

(b) Notwithstanding anything to the contrary contained in this Warrant, but subject to the following sentence, no Shares will be issued or

delivered upon any exercise of this Warrant, and the Warrantholder will not be entitled to receive Shares upon any such exercise, in each case to the extent, and only to the extent, that such issuance or delivery would result in (i) the

Warrantholder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange

Act”)) that includes the Warrantholder (a “Warrantholder Group”), beneficially owning in excess of 4.5% of the then-outstanding shares of Voting Common Stock (determined in accordance with Rule 13d-3 under the Exchange Act) or (ii) the Warrantholder, such Warrantholder Group or any person whose ownership position would be aggregated with that of the Warrantholder or such Warrantholder Group (the

Warrantholder, such Warrantholder Group or any such person, a “Warrantholder Person”) under any federal, state or local laws, regulations or regulatory orders that are, in each case, applicable to ownership of shares of Voting

Common Stock (“Applicable Restrictions”), owning, beneficially owning, constructively owning, controlling, holding the power to vote or otherwise meeting a relevant definition of ownership in excess of a number of shares of Voting

Common Stock equal to (x) the number of shares of Voting Common Stock that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Warrantholder

Person, and with respect to which such requirements have not been met or the relevant approval has not been received, in each case minus (y) 0.1% of the then-outstanding shares of Voting Common Stock (the restrictions set forth in this

sentence, the “Ownership Limitation”). If any Shares (and cash in lieu of fractional Shares) otherwise due upon the exercise of the Warrant is not delivered as a result of the Ownership Limitation, then the Company’s

obligation to deliver such Shares (and cash in lieu of fractional Shares) will not be extinguished and will remain in full force and effect, provided that the Company will deliver such Shares (for the avoidance of doubt, giving effect to any

cumulative adjustment pursuant to the proviso in the definition of Conversion Price in the

Certificate of Designations through the date of delivery) (and cash in lieu of fractional Shares) as soon as reasonably practicable after (and to the extent that) the Warrantholder provides

written notice to the Company that such delivery will not contravene the Ownership Limitation. Subject to the preceding sentence, any purported delivery of Shares upon exercise of this Warrant will be void and have no effect to the extent, and only

to the extent, that such delivery would contravene the Ownership Limitation. Upon the reasonable written request of the Warrantholder, the Company shall within three (3) Trading Days confirm orally or in writing to the Warrantholder the number

of shares of Voting Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Voting Common Stock. Notwithstanding the foregoing, the provisions of this

Section 4(b), other than the immediately preceding sentence, shall not apply to the initial Warrantholder to which this Warrant was originally issued and affiliates of such initial Warrantholder.

5. Covenants and Representations of the Company. The Company hereby represents, covenants and agrees, as applicable:

(a) Except and to the extent as waived or consented to by the Warrantholder, the Company shall not by any action, including amending its

certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or intentionally seek to avoid the observance or performance of any

of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Warrantholder as set forth in this

Warrant against impairment.

(b) The Company shall (i) not increase the par value of any Shares above the amount payable therefor

upon such exercise immediately prior to such increase in par value, (ii) issue duly authorized, validly issued, fully paid and non-assessable Shares upon the proper exercise of this Warrant, and

(iii) use reasonable best efforts to (x) obtain all such authorizations, exemptions or consents required of the Company from any Governmental Entity as may be necessary to enable the Company to perform its express obligations under this

Warrant and (y) take all necessary actions so that the Shares may be issued without violation of Law or any requirement of any securities exchange on which the Shares or the Voting Common Stock are listed or traded.

(c) Before taking any action which would result in an adjustment in the number of Shares for which this Warrant is exercisable or in the

Exercise Price or Mandatory Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, and take all such corporate action, as may be necessary in order that the Company may validly and legally issue

fully paid and non-assessable Shares at the Exercise Price or Mandatory Exercise Price as so adjusted.

(d) Prior to the Expiration Date, the Company shall at all times reserve and keep available, solely for the purpose of providing for the

exercise of this Warrant, that number of shares of (i) NVCE Stock sufficient for issuance upon exercise of this Warrant and (ii) Voting Common Stock sufficient for issuance of shares of Voting Common Stock upon conversion of shares of such

shares of NVCE Stock in accordance with their terms.

6. Issuance of Shares; Authorization; Listing. In the event of any exercise of

this Warrant in accordance with and on the terms and subject to the conditions hereof, any Shares issued pursuant to such exercise, if applicable, shall be issued in such name(s) as the Warrantholder may designate and shall be delivered by the

Company to such named person(s) within three (3) business days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant; provided that, the Shares to be delivered upon exercise of this

Warrant pursuant Section 3(a)(ii) shall instead be delivered within three (3) business days after the last day of the ten (10)-day period contemplated in

Section 3(b)(ii); provided, further that if the Company and the Warrantholder agree for a cash payment to be made pursuant to Section 3(b), the Company shall not be obligated to issue

or deliver the Shares to such named person prior the first (1st) business day following full satisfaction of the cash payment obligation of the Warrantholder pursuant to Section 3(b). Any such delivery shall be made via

book-entry transfer crediting the account of the Warrantholder through the Company’s transfer agent and registrar for the NVCE Stock. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in

accordance with Section 3 shall be duly authorized, validly issued, fully-paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of

the Company, and free and clear of all Liens (other than (a) transfer restrictions imposed hereunder, under the Investment Agreement or Law or (b) Liens created by the Warrantholder occurring prior to, or contemporaneously with, such

exercise). The Company agrees that the Shares so issued shall be deemed to have been issued if this Warrant is exercised pursuant to Section 2 (the person to whom such Shares shall be deemed to have been so issued in

accordance with Section 2, the “Share Recipient”) as of the close of business on the date on which the Warrant Certificate and payment of the Exercise Price are delivered to the Company in

accordance with the terms hereof (it being agreed that payment of the Exercise Price by net settlement pursuant to Section 3(b) shall be deemed to occur by delivery to the Company of the Notice of Exercise), notwithstanding

that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company shall (i) procure, at its sole expense, the listing of the Shares and other

securities issuable upon exercise of this Warrant (solely to the extent they are shares of Common Stock), subject to issuance or notice of issuance on all stock exchanges on which the Common Stock is then listed or traded, and (ii) use

reasonable best efforts to maintain the listing of such Shares after issuance. The Company shall use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any

securities exchange on which the Shares are listed or traded.

7. Compliance with Securities Laws.

(a) The Warrantholder, by acceptance hereof, acknowledges that the offer and sale of this Warrant and any Shares to be issued upon exercise

hereof have not been registered under the Securities Act or under any U.S. state security Law and are being acquired pursuant to an exemption from registration under the Securities Act solely for the Warrantholder’s own account, and not as a

nominee for any other party, and for investment with no present intention to distribute this Warrant (or any Shares issuable upon exercise hereof) to any person in violation of the Securities Act or any U.S. state securities Law, and that the

Warrantholder shall not offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any U.S.

state securities Law.

(b) Except as provided in Section 7(c), this Warrant and any

Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form (which, in the case of the Shares, shall be in the form of an appropriate book entry notation) set forth in Section 4.6(a) of the

Investment Agreement.

instrument for this Warrant or the Shares and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to this Warrant or any Shares upon request of (x) the Warrantholder, upon receipt by

the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state laws, or (y) the Warrantholder in connection with a sale or transfer

of the Warrant or the Shares at a time when this Warrant or the Shares have been registered under the Securities Act (unless subject to any transfer restrictions under Rule 144 for affiliates) or may otherwise be transferred pursuant to any

applicable rules thereunder, including eligibility to be transferred if Rule 144 under the Securities Act is available for the sale of this Warrant or the Shares without volume and manner of sale restrictions. The Company shall, whether or not

requested by Warrantholder, cause clause (ii) of the legend to be removed upon the Transfer of this Warrant or the Shares to be Transferred upon exercise hereof to a person that is not (and will not, in connection with such Transfer) be a

party to the Investment Agreement (or bound by the terms thereof).

(d) The Company and the Warrantholder acknowledge that the Shares

issuable upon exercise of this Warrant, including the Voting Common Stock issuable upon conversion of the Shares, shall be entitled to the benefits of the Registration Rights Agreement, as the same may be amended, amended and restated or

supplemented from time to time.

8. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares

shall be issued upon any exercise of this Warrant. In lieu of any fractional Share to which the Share Recipient would otherwise be entitled, the Share Recipient shall be entitled to receive a cash payment equal to the Market Price of the Shares on

the last business day preceding the date of exercise less the portion of the Exercise Price attributable to such fractional share; provided that, if the making of a cash payment in lieu of the issuance of a fractional share is prohibited by

Law or contract, the number of shares issued by the Company upon exercise of this Warrant shall be rounded to the nearest whole share.

No Rights as Stockholders; Transfer Books. This Warrant does not entitle the Warrantholder to any rights of a holder of NVCE Stock prior to the date of exercise hereof. Effective immediately prior to the close of business on such date of

exercise, the Share Recipient shall have any rights as a holder of NVCE Stock. The Company will at no time close its transfer books against Transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

10. Transfer.

(a) Subject to compliance with Section 10(b) and Law, without

obtaining the consent of the Company to assign or transfer this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized

attorney, or by means of electronic transmission, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the transferee, upon surrender of this Warrant, duly endorsed,

to the office or agency of the Company described in Section 2, and delivery of the form of assignment annexed hereto, duly completed and executed. All expenses (other than stock transfer taxes) and other charges payable in

connection with the preparation, execution and delivery of the new warrants certificate pursuant to this Section 10 shall be paid by the Company.

(b) The Warrantholder shall be entitled to Transfer this Warrant only (i) in compliance with Section 4.2 of the Investment Agreement

or (ii) to any person with the prior written consent of the Company.

11. Registry of Warrant. The Company shall maintain a

registry in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates (showing the name and address of the Warrantholder as the registered holder of this Warrant) and exchanges and transfers thereof.

This Warrant may be surrendered for exchange or exercise, in accordance with its terms, and the Company shall be entitled to rely in all respects upon such registry, and the Company shall not be affected by any notice to the contrary, except any

Transfer of the Warrant effected in accordance with the provisions of this Warrant, including Section 10.

12.

Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrant Certificate and, in the case of loss, theft or destruction,

on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of any such mutilation, upon surrender and cancellation of the Warrant Certificate, the Company shall execute and deliver, in lieu of

such lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of like tenor and representing the right to purchase the same aggregate number of Shares issuable pursuant to such lost, stolen, destroyed or mutilated Warrant

Certificate, less the number of Shares previously issued upon any exercise of this Warrant pursuant to Section 3.

13. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right

required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding day that is a business day.

14. Rule 144 Information. The Company covenants that it will use reasonable best efforts to timely file all reports and other documents

that may be required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder (or, if the Company is not

required to file such reports under the Securities Act or the Exchange Act, it will, upon the request of any Warrantholder, make publicly available such information as may be necessary to permit sales pursuant to Rule 144), and it will use

reasonable best efforts to take such further action as any Warrantholder may reasonably request, all to the extent required from time to time to enable such holder to sell the Warrants without registration under the Securities Act within the

limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such rules may be amended from time to time, or (b) any successor rule or regulation hereafter adopted by the SEC. Upon the written

request of any Warrantholder, the Company will deliver to such Warrantholder a written statement that it has complied with such requirements.

15. Adjustments and Other Rights. The Exercise Price, the Mandatory Exercise Price

and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided that if more than one section or subsection of this Section 15 is applicable to a

single event, the section or subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one section or subsection of this Section 15 so as to result in

duplication.

(a) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare, order, and

pay or make a dividend or make a distribution on its NVCE Stock payable in shares of NVCE Stock (which shall not include any shares of NVCE Stock issued by the Company upon exercise of this Warrant), (ii) split, subdivide or reclassify the

outstanding shares of NVCE Stock into a greater number of shares or (iii) combine or reclassify the outstanding shares of NVCE Stock into a smaller number of shares, in each case, then the number of Shares issuable upon exercise of this Warrant

at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder immediately after such record date or

effective date, as applicable, upon exercise of this Warrant, shall be entitled to purchase the number of shares of NVCE Stock which such holder would have been entitled to receive in respect of the Shares after such date had this Warrant been

exercised in full immediately prior to such record date or effective date, as applicable. In such event, the Exercise Price and Mandatory Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date

of such split, subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment determined

pursuant to the immediately preceding sentence, multiplied by (2) the Exercise Price or Mandatory Exercise Price (as applicable) in effect immediately prior to the record or effective date, as applicable, with respect to the dividend,

distribution, split, subdivision, reclassification or combination giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of this Warrant in full determined pursuant to the immediately preceding sentence.

(b) Voting Common Stock Issued at Less than the Applicable Price.

(i) If the Company issues or sells, or agrees to issue or sell, any Voting Common Stock or other securities that are convertible into or

exchangeable or exercisable for (or are otherwise linked to) Voting Common Stock (in each case, other than Excluded Stock) for consideration per share less than the Applicable Price, then the Exercise Price and Mandatory Exercise Price in effect

immediately prior to each such issuance or sale will immediately (except as provided below) be reduced to the price determined by multiplying the Exercise Price or Mandatory Exercise Price, as applicable, in effect immediately prior to such issuance

or sale by a fraction, (x) the numerator of which shall be (1) the number of shares of Voting Common Stock outstanding immediately prior to such issuance or sale, plus (2) the number of shares of Voting Common Stock which the

aggregate consideration received by the Company for the total number of such additional shares of Voting Common Stock so issued or sold would purchase at the Applicable Price absent the adjustments contemplated by this clause (b)(i), and

(y) the

denominator of which shall be the number of shares of Voting Common Stock outstanding immediately after such issuance or sale. In such event, the number of shares of NVCE Stock issuable upon the

exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price or Mandatory

Exercise Price, as applicable, in effect immediately prior to the issuance or sale giving rise to this adjustment, by (y) the new Exercise Price or Mandatory Exercise Price, as applicable, determined in accordance with the immediately preceding

sentence. For the avoidance of doubt, no increase in the Exercise Price or Mandatory Exercise Price or reduction in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this subclause (i) of this

Section 15(b), other than as would be contemplated by Section 15(b)(ii)(3)(D).

(ii)

For the purposes of any adjustment of the Exercise Price or Mandatory Exercise Price and the number of Shares issuable upon the exercise of this Warrant pursuant to this Section 15(b), the following provisions shall be

applicable:

(1)

In the case of the issuance or sale of equity or equity-linked securities for cash, the amount of the

consideration received by the Company shall be deemed to be the amount of the cash paid therefor before deducting therefrom any discounts, commissions or placement fees allowed, paid or incurred by the Company for any underwriter, placement agent or

otherwise in connection with the issuance and sale thereof.

(2)

In the case of the issuance or sale of equity or equity-linked securities (otherwise than upon the conversion

of securities of the Company) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be

the Fair Market Value, before deducting therefrom any discounts, commissions or placement fees allowed, paid or incurred by the Company for any underwriter, placement agent or otherwise in connection with the issuance and sale thereof.

(3)

In the case of the issuance of (x) options, warrants or other rights to purchase or acquire equity or

equity-linked securities (whether or not at the time exercisable) or (y) securities by their terms convertible into or exchangeable for equity or equity-linked securities (whether or not at the time so convertible or exchangeable) or options,

warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):

(A)

The aggregate maximum number of shares of securities deliverable upon exercise of such options, warrants or

other rights to purchase or acquire equity or equity-linked securities shall be deemed to have been issued at the time such options, warrants or rights are issued and for a consideration equal to the consideration (determined in the manner provided

in Section 15(b)(i) and (ii)), if any, received by the Company upon the issuance or sale of such options, warrants or rights, plus the minimum purchase price provided in such options, warrants or rights for

the equity or equity-linked securities covered thereby.

(B)

The aggregate maximum number of shares of equity or equity-linked securities deliverable upon conversion of or

in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be

deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options,

warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (in each case, determined in the manner provided in Section 15(b)(i) and

(ii)), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the

subsequent conversion or exchange thereof.

(C)

On any change in the number of shares of equity or equity-linked securities deliverable upon exercise of any

such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, but excluding changes resulting

from the anti-dilution provisions thereof (to the extent comparable to (or less favorable than) the anti-dilution provisions contained herein), the Exercise Price or Mandatory Exercise Price and the number of Shares issuable upon exercise of this

Warrant as then in effect shall forthwith be readjusted to such Exercise Price or Mandatory Exercise Price and number of Shares as would have been obtained had an adjustment been made upon the issuance or sale of such options, warrants or rights not

exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change.

(D)

Upon the expiration of any options, warrants or rights to purchase equity or equity-linked securities, in each

case, which shall not have been exercised and for which any adjustment was made pursuant to this Section 15(b) upon the issuance or sale thereof, the Exercise Price and Mandatory Exercise Price and the number of Shares

issuable upon exercise of this Warrant as then in effect hereunder shall, upon such expiration, be recomputed to such Exercise Price and Mandatory Exercise Price and number of Shares as would have been obtained had an adjustment been made upon the

issuance or sale of such options, warrants or rights on the basis of the issuance of only the number of shares of Voting Common Stock actually issued upon the exercise of such options, warrants or rights.

(E)

If the Exercise Price or Mandatory Exercise Price and the number of Shares issuable upon exercise of this

Warrant shall have been adjusted upon the issuance or sale of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price or Mandatory Exercise Price or the number of Shares issuable upon

the exercise of this Warrant shall be made for the actual issuance of NVCE Stock upon the exercise, conversion or exchange hereof.

the nearest one-hundredth (1/100th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. No adjustment in the Exercise Price,

the Mandatory Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-hundredth (1/100th) of a share of

NVCE Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried

forward, shall aggregate $0.01 or one-hundredth (1/100th) of a share of NVCE Stock or more.

(d)

Timing of Issuance of Additional NVCE Stock Upon Certain Adjustments. In any case in which (i) the provisions of this Section 15 shall require that an adjustment shall become effective immediately after a record

date (the “Subject Record Date”) for an event, and (ii) the Warrantholder exercises this Warrant after the Subject Record Date and before the consummation of such event, the Company may defer until the consummation of such

event, (1) issuing to the Warrantholder or Share Recipient (as applicable) the additional shares of NVCE Stock issuable upon such exercise by reason of the adjustment required by such event and (2) paying to such Warrantholder or Share

Recipient (as applicable) any amount of cash in lieu of a fractional share of NVCE Stock; provided, however, that the Company upon request shall deliver to such Warrantholder or Share Recipient a due bill or other appropriate instrument evidencing

such Warrantholder’s or Share Recipient’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

(e) Statement Regarding Adjustments. Whenever the Exercise Price, Mandatory Exercise

Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 15, the Company shall cause a statement setting forth in reasonable detail such adjustment and the facts upon

which it is based and certifying the calculation thereof to be delivered the Warrantholder as promptly as practicable after the event giving rise to such adjustment at the address appearing in the Warrant registry.

(f) Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this

Section 15 (but only if the action of the type described in this Section 15 would result in an adjustment in the Exercise Price, the Mandatory Exercise Price or the number of Shares into which this

Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall provide written notice to the Warrantholder, which notice shall specify the record date, if any, with respect

to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and Mandatory Exercise

Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action that would require the fixing of a record date, such notice shall be given at least 10

days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity

of any such action.

(g) Adjustment Rules. Any adjustments pursuant to this Section 15 shall be made

successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price or the Mandatory Exercise Price made hereunder would reduce the Exercise Price or the Mandatory Exercise Price to an amount below par value of the NVCE

Stock, then such adjustment in Exercise Price or the Mandatory Exercise Price made hereunder shall reduce the Exercise Price or the Mandatory Exercise Price to the par value of the NVCE Stock.

(h) Prohibited Actions.

(i) The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price or the

Mandatory Exercise Price if the total number of shares of NVCE Stock issuable after such action upon exercise of this Warrant, together with all shares of NVCE Stock then outstanding and all shares of NVCE Stock then issuable upon the exercise of

all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of NVCE Stock then authorized by its Certificate of Incorporation.

(ii) Notwithstanding anything herein to the contrary, no adjustment to the Exercise Price or Mandatory Exercise Price or the number of Shares

shall be permitted to the extent that such adjustment would or would be reasonably expected to (a) cause the Warrantholder (together with its affiliates or any other party with which the Warrantholder may be aggregated for purposes of the BHC

Act) to own or be deemed to control one-third or more of

the Company’s “total equity” (as interpreted and calculated in accordance with 12 CFR 225.34 or any successor or similar regulation or interpretation) or (b) cause the

Warrantholder to be deemed a bank holding company for purposes of the BHC Act. Any adjustment not made pursuant to the preceding sentence will be carried forward and made at such future time as such adjustment would be permitted under the preceding

sentence.

16. Business Combinations. In case of any Business Combination, the Warrantholder’s right to receive Shares upon

exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination, into the right to acquire the number of shares of stock or other securities or property (including cash) that a holder of the number of Shares

immediately prior to such Business Combination would have been entitled to receive upon consummation of such Business Combination (without taking into account any limitations or restrictions on the exercisability of this Warrant). In determining the

kind and amount of stock, securities or the property (including cash) receivable upon the occurrence of such Business Combination, if the holders of Voting Common Stock have the right to elect the kind or amount of consideration receivable upon

consummation of such Business Combination, then the Warrantholder shall have the right at the same time to make the same election with respect to the number of shares of stock or other securities or property which the Warrantholder would have been

entitled to receive upon exercise of this Warrant by providing a written notice of such election to the Company.

17. Exercise of

Warrant in Connection with a Designated Event.

(a) Increase in Number of Shares Deliverable Upon Designated Event.

(i) If a Designated Event occurs prior to the Expiration Date, the Company shall provide written notice to the Warrantholder of the

anticipated date for the consummation of such Designated Event (the “Effective Date”) not less than fourteen (14) days prior to such Effective Date. If the Warrantholder elects to exercise this Warrant after delivery of such

notice and through the fifth (5th) Business Day following the Effective Date of the relevant Designated Event (such period the “Designated Event Exercise Period”) by providing

written notice to the Company of such election, such exercise shall be deemed to be “in connection with” such Designated Event and the Company will increase the number of shares of NVCE Stock to which the Warrantholder is entitled with

respect to such exercise as provided in this Section 17. If the Warrantholder does not elect to exercise this Warrant during the Designated Event Exercise Period, the terms of this Section 17 shall

continue to apply with respect to any subsequent Designated Event.

(ii) Notwithstanding Section 17(a), the

number of shares of NVCE Stock shall not be increased in the case of any Designated Event if at least 90% of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in a

transaction otherwise constituting a Designated Event consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on the New York Stock Exchange or the NASDAQ (or any of their respective

successors), or will be so traded immediately following such transaction, and as a result of such transaction such Warrants become exercisable solely for such consideration or NVCE Stock convertible into such consideration.

(b) Notice of Designated Event. The Company shall notify the Warrantholders of the

Effective Date of any Designated Event and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases (and make the press release

available on the Company’s website) announcing such Effective Date no later than five Business Days after such Effective Date. The Company will also use commercially reasonable efforts to give notice to Warrantholders of the anticipated

Effective Date for a Designated Event (and issue a press release announcing same) not less than five Trading Days prior to the anticipated Effective Date to the extent reasonably practicable in the circumstances. The failure to deliver such notice

or issue such press release shall not affect the validity of such transaction.

(i) The number of additional shares of NVCE Stock to which a Warrantholder is entitled upon exercise of a Warrant in connection with any

Designated Event shall be determined by reference to the table below in Section 17(c)(iii) and shall be based on the Effective Date of, and the Designated Price for, such Designated Event.

(ii) The designated price set forth in the first row of the table below (i.e., the column headers) shall each be adjusted at the same time and

in the manner as the Exercise Price is adjusted as set forth in Section 15

(iii) The following table sets forth

the number of additional shares of NVCE Stock to be delivered per share of NVCE Stock underlying this Warrant for the given Designated Price and Effective Dates:

Designated

Price

Effective

Date

$5,000

$10,000

$12,000

$14,000

$16,000

$18,000

$20,000

$22,000

$24,000

$26,000

$28,000

$30,000

12/29/2025

0.1000

0.2000

0.2292

0.2521

0.2713

0.2872

0.2885

0.2100

0.1446

0.0888

0.0414

0.0000

12/29/2026

0.0780

0.1800

0.2117

0.2379

0.2594

0.2778

0.2815

0.2045

0.1408

0.0869

0.0404

0.0000

12/29/2027

0.0560

0.1560

0.1900

0.2193

0.2444

0.2661

0.2720

0.1977

0.1358

0.0838

0.0389

0.0000

12/29/2028

0.0340

0.1270

0.1633

0.1957

0.2244

0.2494

0.2595

0.1882

0.1292

0.0796

0.0371

0.0000

12/29/2029

0.0160

0.0920

0.1283

0.1636

0.1969

0.2267

0.2410

0.1745

0.1196

0.0738

0.0343

0.0000

12/29/2030

0.0040

0.0510

0.0842

0.1193

0.1563

0.1911

0.2120

0.1523

0.1038

0.0638

0.0296

0.0000

12/29/2031

0.0000

0.0120

0.0300

0.0571

0.0919

0.1311

0.1600

0.1105

0.0733

0.0442

0.0204

0.0000

6/29/2032

0.0000

0.0010

0.0067

0.0200

0.0450

0.0811

0.1130

0.0705

0.0433

0.0250

0.0114

0.0000

12/29/2032

0.0000

(iv) If the exact Designated Price and/or Effective Date are not set forth in the table above, then:

(1)

if the actual Designated Price is between two Designated Prices in the table or the Effective Date is between

two Effective Dates in the table, the number of additional shares of NVCE Stock to be delivered per Warrant shall be determined by a straight-line interpolation between the number of additional shares of NVCE Stock set forth for the higher and lower

Designated Prices and/or the earlier and later Effective Dates in the table, based on a 365-day year, as applicable;

(2)

if the actual Designated Price is in excess of $30,000 per share (subject to adjustment as set forth in

Section 15), no additional shares of NVCE Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event; and

(3)

if the Designated Price is less than $5,000 per share (subject to adjustment as set forth in

Section 15), no additional shares of NVCE Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event.

(d) Cash Designated Event Settlement. Except as otherwise provided in this Section 17, the Company will

settle exercise of the Warrant exercised in connection with a Designated Event in accordance with Section 3; provided, however, that with respect to a Designated Event in connection with which (x) all

holders of NVCE Stock receive only cash consideration for their shares of NVCE Stock and (y) all holders of Voting Common Stock receive only cash consideration for their shares of Voting Common Stock (such Designated Event, a “Cash

Designated Event”) the Company will settle the Warrant, which shall be automatically exercised upon such event, by delivering, on the third Business Day after the date the Warrant is exercised, an amount of Cash equal to (i) the sum

of (A) the number of shares of Voting Common Stock into which the NVCE Stock deliverable to the Warrantholder as a result of the Net Share Settlement calculation as of the Effective Date for the Cash Designated Event as described in

Section 3(b) herein are convertible plus (B) the number of shares of Voting Common Stock into which the additional shares of NVCE Stock described in this Section 17 are convertible

multiplied by (ii) the per-share amount of cash consideration paid in such Designated Event (the “Per Share Cash Designated Event Consideration”).

(e) The Company shall not effect any Designated Event in which the Company is not the continuing or surviving parent corporation or transfers,

conveys or otherwise disposes of all or substantially all of its assets, in each such case, unless proper provision shall have been made so that the appropriate successors, assigns or transferees assume and give effect to the obligations set forth

herein.

18. Attorneys’ Fees. In any litigation, arbitration or court proceeding between the Company and the

Warrantholder as the holder of this Warrant relating hereto, the prevailing party (as determined in a final and non-appealable order of a court, arbitrator of other Governmental Entity) shall be entitled to

reasonable and documented out-of-pocket attorneys’ fees and expenses incurred in connection therewith.

19. Tax Treatment of Cashless Exercise. If payment of the Exercise Price is effected pursuant to Section 3(b)

by the Company withholding Shares from the amount of Shares that would otherwise be delivered to the Warrantholder, the Company and the Warrantholder shall treat such payment as a nontaxable event in which no gain is realized on the withheld Shares

for all federal, state, and local income tax purposes, except as otherwise required pursuant to a “determination” (as defined in Section 1313(a) of the Internal Revenue Code) or any similar provision of state or local law.

20. Transfer Taxes. The Company shall bear and pay any and all transfer taxes, stamp

taxes or duties, documentary taxes, or other similar taxes in connection with, or arising by reason of, any issuance or delivery of this Warrant or any shares of NVCE Stock issuable upon exercise of this Warrant; provided that the Company shall not

be required to pay any such tax that may be payable in connection with any exercise of this Warrant to the extent such tax is payable because the registered holder of this Warrant requests NVCE Stock to be registered in a name other than such

registered holder’s name and no such NVCE Stock will be so registered unless and until the registered holder making such request has paid such taxes to the Company or has established to the satisfaction of the Company that such taxes have been

paid or are not payable. The Company and the Warrantholder shall reasonably cooperate to avoid or minimize the imposition of transfer taxes, stamp taxes or duties, documentary taxes, or other similar taxes on the transactions described in the first

sentence of this Section 20.

21. Notices. All notices and other communications hereunder shall be in

writing and shall be deemed duly given on (a) the date of delivery if delivered personally, (b) upon delivery if delivered by email (provided that no auto-generated error or non-delivery or similar

message (except for any “out of office” message) is generated in response thereto), (c) the first (1st) business day following the date of dispatch if delivered utilizing a next-day service by a

recognized next-day courier or (d) the earlier of confirmation of receipt or the fifth (5th) 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:

(a)

if to the Company, to:

OceanFirst Financial Corp.

110

West Front Street

Red Bank, New Jersey 07701

Attention: Christopher D. Maher

Email: cmaher@oceanfirst.com

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

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York,

New York 10017

Attention: Sven Mickisch; Matthew Nemeroff; Makala Kaupalolo

Email: Sven.Mickisch@stblaw.com;

Matthew.Nemeroff@stblaw.com; Makala.Kaupalolo@stblaw.com

and

(b)

if to the Warrantholder, to:

c/o Warburg Pincus LLC

450

Lexington Avenue

New York, NY 10017

Attention: General Counsel

Email: notices@warburgpincus.com

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

Wachtell, Lipton, Rosen & Katz

51 W 52nd Street

New York, NY

10019

Attention: Mark F. Veblen

Email: MFVeblen@wlrk.com

22.

Miscellaneous. The provisions of Article VI of the Investment Agreement (other than Section 6.4) are hereby incorporated by reference into this Warrant, mutatis mutandis, as if they were restated in full, with

each reference to “this Agreement” in such sections of the Investment Agreement being deemed a reference to this Warrant.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly

authorized officer as of June 1, 2026.

OCEANFIRST FINANCIAL CORP.

By:

/s/ Christopher D. Maher

Name: Christopher D. Maher

Title: Chief Executive Officer

Address: 110 W. Front St. Red Bank,

NJ 07701

Attest:

By:

/s/ Steven J. Tsimbinos

Name: Steven J. Tsimbinos

Title: Senior Executive Vice President

& General Counsel

[Signature Page to

Warrant]

Acknowledged and Agreed:

WPGG 14 ORION INVESTMENTS L.P.

By: WPGG 14 Orion Investments GP, Ltd, its general partner

By:

/s/ Todd Schell

Name:

Todd Schell

Title:

Authorised Representative

[Signature Page to

Warrant]

[Form of Notice of Exercise]

Date: ______________

TO:

[__________]

OceanFirst Financial Corp.

RE: Election to Subscribe for and

Purchase NVCE Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby exercises the Warrant for the number of shares

of the NVCE Stock set forth below and directs the Company to issue such shares of NVCE Stock to the Share Recipient set forth below. The undersigned, in accordance with Section 3(b) of the Warrant, hereby agrees to pay the aggregate Exercise

Price for such shares of NVCE Stock in the manner pursuant to Section 3(b) of the Warrant. A new warrant evidencing the remaining shares of NVCE Stock covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued

in the name set forth below.

Share Recipient(s): _______________

Number of Shares of NVCE Stock Exercised: _______________

Number of Shares of NVCE Stock to be Delivered After Application of Net Settlement Provisions of Section 3(b): _______________

Name and Address of Person to be Issued New Warrant: ________________________________

Holder:

By:

Name:

Title:

[Form of Notice of

Exercise]

[Form of Assignment to be Executed if Warrantholder

Desires to Transfer Warrants Evidenced Hereby]

FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto

(Please print name) identifying

(Please insert social security or other number)

Address

(City, including zip code)

the Warrant represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint _______________

as attorney to transfer said Warrant Certificate with full power of substitution in the premises.

Signature

(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York, Midwest or Pacific Stock

Exchange)

Signature Guaranteed

[Form of

Assignment]

EX-4.2

Filename: d145829dex42.htm · Sequence: 4

EX-4.2

Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED

TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES ISSUABLE

WARRANT

to purchase

3,757.59