Basswood Voting Agreement, dated September 14, 2020, by and between Dime Community Bancshares, Inc. and Basswood Capital Management, L.L.C

This Voting Agreement (this “Agreement”), dated as of September 14, 2020, is entered into by and between Dime Community Bancshares, Inc., a Delaware corporation, (“DCB”) and the undersigned party (the “Shareholder”).

WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the (“Merger Agreement”)), dated as of July 1, 2020, by and between DCB and Bridge Bancorp, Inc. (“BB”), DCB will be merged with and into BB, with BB as the surviving corporation (the “Merger”);

WHEREAS, the Shareholder and DCB previously entered into a Voting Agreement, dated July 1, 2020, pertaining to One Million Seven Hundred Seven Thousand and Twenty Nine (1,707,029) shares of BB common stock (the “First Voting Agreement”);

WHEREAS, the First Voting Agreement remains in full force and effect and is unaffected by this Agreement;

WHEREAS, the Shareholder has indicated that the Shareholder intends on acquiring beneficial ownership of additional shares of DCB, and shall have the power to vote or direct the voting of such DCB shares (all such shares, the “New DCB Shares”);

WHEREAS, pursuant to that certain Mutual Confidentiality and Exclusivity Agreement  entered into as of February 24, 2020, by and between BB and DCB, as amended by that certain Side Letter Agreement dated April 29, 2020, the Shareholder was prohibited from acquiring beneficial ownership of DCB’s common stock greater than 4.99% (the “4.99% Cap”);

WHEREAS, pursuant to that certain Side Letter Agreement by and between BB and DCB, dated as of even date herewith (the “Side Letter”), DCB agreed to waive the 4.99% Cap for the Shareholder and institute a revised cap of 9.99% for the Shareholder, provided, however, that the Shareholder agrees to provide biweekly reports to DCB of all trades and transactions by the Shareholder in DCB’s voting securities; and

WHEREAS, as a condition and inducement for DCB to enter into the Side Letter, DCB required that the Shareholder, in its capacity as a shareholder, enter into this Agreement, and the Shareholder has agreed to enter into this Agreement.

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

contemplated by the Merger Agreement, including the Merger; provided, that in each case, the Merger Agreement shall not have been amended or modified in any manner without the Shareholder’s prior written consent to (x) change the amount of the Merger Consideration payable pursuant to the Merger Agreement in effect on the date of this Agreement, (y) change the form of the Merger Consideration payable pursuant to the Merger Agreement in effect on the date of this Agreement or (z) otherwise affect the Shareholder in a materially adverse manner; provided, further, that the foregoing and the other provisions herein apply solely to the Shareholder in its capacity as a shareholder of DCB and the Shareholder makes no agreement or understanding in this Agreement with respect to any Affiliate of the Shareholder in such Affiliate’s capacity as a director or officer of BB or any of its subsidiaries (if the Shareholder’s Affiliate holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Affiliate in his capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict such Affiliate from exercising fiduciary duties as an officer or director to BB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement and the First Voting Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

execution and delivery of this Agreement by the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity except for, filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any filing required under Section 13 or Section 16 under the Exchange Act; (d) the Shareholder will beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) and will have the sole power to vote or direct the voting of the Shares; (e) the Shareholder beneficially will own the Shares free and clear of any proxy, voting restriction, adverse claim or other lien (other than any restrictions created or permitted by this Agreement, under applicable federal or state securities laws, under the Shareholder’s organizational documents or customary liens pursuant to the terms of any custody or similar agreement applicable to Shares held in brokerage accounts); and (f) the Shareholder has read and is familiar with the terms of the Merger Agreement. The Shareholder agrees that the Shareholder shall not take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by the Shareholder of its obligations under this Agreement. The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by DCB to confirm and assure the rights and obligations set forth in this Agreement. The Shareholder understands and acknowledges that DCB entered into the Side Letter in reliance upon the Shareholder  executing and delivering this Agreement by such Shareholder and the representations and warranties of such Shareholder contained herein. Such Shareholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

with respect to any employment, non-competition, non-solicit, change of control, severance, or consulting agreement between such Affiliate and either BB or DCB, or its Affiliates. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party to this Agreement any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwise and shall be binding upon and inure solely to the benefit of each party hereto; provided, however, that the rights under this Agreement are assignable by DCB to a majority-owned Affiliate or any successor-in-interest of DCB, but no such assignment shall relieve DCB of its obligations hereunder.

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