Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

DIME COMMERCIAL BANCSHARES, INC.

and

ES BANCSHARES, INC.

Dated as of October 19, 2026

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of October 19, 2026 (this “Agreement”), by and between Dime Commercial Bancshares, Inc., a New York corporation (“Parent”), and ES Bancshares, Inc., a Maryland corporation (the “Company”) (Parent and the Company, together, the “Parties” and each, a “Party”).

W I T N E S S E T H:

WHEREAS, the Boards of Directors of the Company and Parent have declared advisable and determined that this Agreement and the transactions contemplated hereby, including the merger of the Company with and into Parent (the “Merger”), with Parent as the surviving corporation in the Merger (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”), are in the best interests of their respective corporations and shareholders or stockholders, as applicable;

WHEREAS, the Boards of Directors of the Company and Parent have adopted and approved this Agreement and the transactions contemplated hereby, and the Board of Directors of the Company has resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code;

WHEREAS, as an inducement for each Party to enter into this Agreement, certain directors and officers of the Company have simultaneously herewith entered into voting agreements in connection with the Merger, each substantially in the form attached hereto as Exhibit A (collectively, the “Voting Agreements”); and

WHEREAS, the Parties desire to make certain representations, warranties and agreements specified in this Agreement in connection with the Merger and also to prescribe certain conditions to the Merger.

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

ARTICLE I

THE MERGER

1.1            The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the New York Business Corporation Law (the “NYBCL”) and the Maryland General Corporation Law (the “MGCL”), at the Effective Time the Company shall merge with and into Parent (the “Merger”), and the separate corporate existence of the Company shall terminate. Parent shall be the surviving corporation in the Merger and shall continue to be governed by the laws of the State of New York. The Merger shall have the effects specified in this Agreement and the applicable provisions of the NYBCL and the MGCL.

1.2            Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Eastern Time, on a date that is three (3) business days after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), at the offices of Luse Gorman PC, 5335 Wisconsin Avenue, N.W., Suite 780, Washington, DC 20015 , or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date”.

1.3            Effective Time. On the Closing Date, Parent and the Company shall cause a certificate of merger (the “New York Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of New York (the “New York Secretary of State”) as provided in the NYBCL and articles of merger (the “Maryland Articles of Merger”) to be executed and filed with the Maryland Department of Assessments and Taxation as provided in the MGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the New York Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective being referred to herein as the “Effective Time”).

1.4            Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the NYBCL and the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Parent shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Parent shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

1.5            Certificate of Incorporation and Bylaws. At the Effective Time, the certificate of incorporation of Parent, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable Law and such certificate of incorporation; provided, however, that the certificate of incorporation of the Surviving Corporation shall be amended at the Effective Time to reflect any changes to the certificate of incorporation of Parent as may be reasonably agreed upon by Parent and the Company prior to the Closing Date. At the Effective Time, the bylaws of Parent, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

1.6            Directors and Officers of the Surviving Corporation. At the Effective Time, the directors and officers of Parent immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation and shall hold office from and after the Effective Time in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.

1.7            Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

For purposes of this Agreement: (x) “Exchange Ratio” means a number, as adjusted, of shares of Parent Common Stock equal to the quotient of (A) the Aggregate Stock Consideration divided by (B) the difference of (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares and shares of Company Common Stock to be cancelled as provided in Section 1.7(c) minus (2) the Cash Conversion Number, rounded to the nearest ten thousandth; (y) “Aggregate Stock Consideration” means 720,000 shares of Parent Common Stock, subject to appropriate adjustment pursuant to Section 2.5 (without duplication based on the same adjustment being provided elsewhere in this Agreement) for any stock split, reverse stock split, recapitalization, reclassification or similar transaction with respect to the then outstanding shares of Parent Common Stock declared or effected after the date of this Agreement and prior to the Closing Date; and (z) the Per Share Cash Consideration and/or the Per Share Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.”

Each share of Company Common Stock converted pursuant to this Section 1.7(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Common Stock (a “Certificate”) or each holder of any such shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate (or delivery of an appropriate affidavit of loss in accordance with Section 1.13) or the automatic conversion of Book-Entry Shares, in each case as provided herein and subject to any applicable withholding pursuant to Section 1.12. No fractional shares of Parent Common Stock shall be issued in the Merger, and in lieu thereof, each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock shall receive an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the Parent VWAP by the fractional share interest to which such holder would otherwise be entitled. For purposes of calculating such fractional share payments under this Section 1.7(a), the “Parent VWAP” shall mean $38.61.

1.8            Treatment of Company Equity Awards

1.9            Bank Merger

1.10            Tax Consequences. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Each of Parent and the Company shall use its reasonable best efforts to cause the Merger to so qualify and shall not take any action, or fail to take any action, which action or failure to act would reasonably be expected to cause the Merger to fail to so qualify. This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Section 354(a)(1) of the Code.

1.11            Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Parent acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Parent, all such deeds, bills of sale, assignments, assurances and to take and do, in the name and on behalf of either the Company or Parent, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

1.12            Withholding. Each of Parent, the Surviving Corporation, the Exchange Agent (as defined in Section 2.1) and their respective Affiliates shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as may be required to be deducted or withheld under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Prior to making any deduction or withholding (other than any deduction or withholding from a compensatory payment, as required under Sections 1441, 1442, 1445, 1446 or 3406 of the Code or arising as a result of a failure to provide an IRS Form W-9 or appropriate IRS Form W-8), the Surviving Corporation or the Exchange Agent, as applicable, shall use commercially reasonable efforts to provide the Company (prior to the Effective Time) or the affected Person (after the Effective Time) with reasonable advance notice and an opportunity to reduce or eliminate such deduction or withholding.

1.13            Lost Certificates. If any Certificate that, immediately prior to the Effective Time, represented shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation or the Exchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation or the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to this Agreement.

ARTICLE II

EXCHANGE OF SHARES

2.1            Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “Exchange Agent”). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for exchange in accordance with this Article II:

2.2            Election Procedures

2.3          Proration

2.4           Exchange Procedures

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the applicable section of the disclosure schedules delivered by the Company to Parent concurrently with the execution of this Agreement (the “Company Disclosure Schedules”) (it being understood that any information set forth in one section or subsection of the Company Disclosure Schedules shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section or subsection), the Company hereby represents and warrants to Parent as follows:

3.1          Corporate Organization

3.2          Capitalization

3.3            Authority; No Violation

3.4            Consents and Approvals. Except for (a) the filing of applications, notices and/or filings with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or the “FRB”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and the Bank Merger Act, as applicable, and approval of such applications and/or notices, (b) the filing of applications, notices and/or filings with the New York State Department of Financial Services (the “NYDFS”) under the New York Banking Law, and approval of such applications and/or notices, (c) the filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (or on such other form as may be appropriate) (together with any amendments thereto, the “S-4”) in which the proxy statement/prospectus relating to the Company Meeting (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”) shall be included, and the declaration of effectiveness of the S-4, (d) the filing of the New York Certificate of Merger (or articles of merger or similar document, as applicable) with the Secretary of State of the State of New York (or such other Governmental Entity as may be required by Applicable Law), the filing of the Maryland Articles of Merger (or a certificate of merger or similar document, as applicable) with the Maryland Department of Assessments and Taxation (or such other Governmental Entity as may be required by Applicable Law)and such filings with and approvals of other Governmental Entities to consummate the Merger as may be required under Applicable Law, (e) such filings with and approvals of self-regulatory organizations as may be required in connection with the transactions contemplated by this Agreement, (f) the filing of any notices or applications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable, and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement and the approval of listing of such Parent Common Stock on the NYSE, no consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “Governmental Entity” means any federal, state, local, municipal, foreign or other government, any court, administrative, regulatory or other governmental agency, commission, department, board, bureau or authority or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

3.5            Reports. The Company and each Company Subsidiary have timely filed (or furnished, as applicable) all material reports, registrations, statements, certifications and other filings, together with any amendments required to be made thereto, that they were required to file (or furnish, as applicable) since January 1, 2024, with any Governmental Entity (including the Federal Reserve Board, the NYDFS, the FDIC and any other applicable federal or state banking authority) (collectively, “Regulatory Agencies”), and all such reports, registrations, statements and filings are collectively referred to herein as the “Company Reports”. As of their respective dates, or, if amended, as of the date of the last such amendment, the Company Reports complied in all material respects with all statutes, rules and regulations of the applicable Regulatory Agency. As of the date of this Agreement, there are no unresolved violations, criticisms or exceptions by any Regulatory Agency with respect to any Company Report that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and the Company Subsidiaries, and except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Regulatory Agency has initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business, disclosures or operations of the Company or any Company Subsidiary since January 1, 2024. There is no unresolved or pending enforcement action, “cease and desist” order, consent agreement, memorandum of understanding, formal or informal agreement, commitment letter, board resolution adopted at the request of any Regulatory Agency, or similar undertaking, or, to the Knowledge of the Company, any threatened action of the foregoing nature, by any Regulatory Agency with respect to the Company or any Company Subsidiary.

3.6           Financial Statements

3.7          Broker’s Fees. Neither the Company nor any Company Subsidiary nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability to pay any fees or commissions to any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement other than FinPro Capital Advisors, Inc. (“Company Financial Advisor”). The Company has previously made available to Parent a true and complete copy of any engagement letter and any amendment thereto between the Company and the Company Financial Advisor. Except for fees payable to the Company Financial Advisor, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any Company Subsidiary who might be entitled to any fee or commission from the Company, any Company Subsidiary, Parent or any of Parent’s Subsidiaries in connection with the transactions contemplated by this Agreement.

3.8          Absence of Certain Changes or Events

3.9          Legal Proceedings

3.10        Taxes and Tax Returns

3.11        Employees and Employee Benefit Plans

3.12            Compliance with Applicable Law

No action, proceeding or investigation by any Governmental Entity involving the Company or any Company Subsidiary with respect to the BSA/AML Laws, the Sanctions Laws, or OFAC is pending or, to the Knowledge of the Company, threatened, nor has the Company or any Company Subsidiary been subject to any enforcement action by any Governmental Entity under any BSA/AML Law, Sanctions Law, or OFAC regulation since January 1, 2024.

3.13            Certain Contracts

The contracts, arrangements, commitments and understandings described in clauses (i) through (xvi) above, together with all Company Benefit Plans, are referred to herein collectively as the “Company Contracts.”

3.14            Agreements with Regulatory Agencies. Subject to Section 9.16 and except as disclosed in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or subject to any cease and desist order, written agreement, consent agreement, memorandum of understanding, supervisory letter, board resolution adopted at the request or suggestion of any Regulatory Agency, commitment letter, or any other similar undertaking (each, a “Regulatory Agreement”) with, or is a party to or subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the New York State Department of Financial Services (the “NYDFS”), the Federal Deposit Insurance Corporation (the “FDIC”), or any other federal or state bank regulatory authority having supervisory jurisdiction over the Company or any Company Subsidiary, that restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, nor has the Company or any Company Subsidiary been advised in writing by any Regulatory Agency that it is contemplating issuing or requesting any such Regulatory Agreement.

3.15            Risk Management Instruments. All interest rate swaps, caps, floors, collars, option agreements, futures contracts, forward contracts and other similar derivative transactions and risk management arrangements (collectively, “Derivative Contracts”), whether entered into for the account of the Company, any Company Subsidiary or for the account of a customer of the Company or any Company Subsidiary, were entered into in the ordinary course of business consistent with past practice and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time, and are legal, valid and binding obligations of the Company or one of the Company Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. The Company and each Company Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. Neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company, any other party thereto, is in material breach of any of its obligations under any such Derivative Contract.

3.16        Environmental Matters

3.17        Investment Securities and Commodities

3.18        Real Property; Personal Property

3.19        Intellectual Property; Information Security

3.20       Related Party Transactions. Except as disclosed in Section 3.20 of the Company Disclosure Schedule or in the Company Reports filed or furnished prior to the date of this Agreement, since January 1, 2024, there have been no material transactions, agreements, arrangements or understandings between the Company or any Company Subsidiary, on the one hand, and any Affiliate thereof (other than any Company Subsidiary), or any current or former director, officer or, to the Knowledge of the Company, employee or five percent (5%) or greater shareholder of the Company or any Company Subsidiary or any of their respective immediate family members, on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC (a “Related Party Transaction”). All Related Party Transactions that have occurred since January 1, 2024 were on terms no less favorable to the Company or the applicable Company Subsidiary than would have been obtainable in a comparable arm’s-length transaction with an unaffiliated third party.

3.21       State Takeover Laws. The Board of Directors of the Company has taken all actions necessary to ensure that the restrictions on business combinations contained in Sections 3-601 through 3-604 of the MGCL and any other applicable “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations of the State of Maryland (collectively, “Takeover Laws”) are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Merger and the other transactions contemplated hereby and thereby. No other Takeover Law is, or will become, applicable to the Merger, this Agreement, the Plan of Merger or the transactions contemplated hereby or thereby.

3.22       Reorganization. As of the date of this Agreement, neither the Company nor any Company Subsidiary has taken any action, and the Company does not have Knowledge of any fact or circumstance, that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

3.23        Opinion. The Company has received the opinion of the Company Financial Advisor, dated the date of this Agreement, to the effect that, as of such date and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received by the holders of shares of Company Common Stock in the Merger is fair, from a financial point of view, to such holders. Such opinion has not been amended or rescinded as of the date of this Agreement. A true and complete copy of such opinion will be delivered to Parent solely for informational purposes promptly after receipt thereof by the Company.

3.24      Company Information. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Merger (including any amendments or supplements thereto, the “Registration Statement”), at the time such Registration Statement is declared effective under the Securities Act, (b) the proxy statement/prospectus (and any amendments or supplements thereto) included in the Registration Statement and sent or given to the shareholders of the Company in connection with the Company Shareholders Meeting (such proxy statement/prospectus, including any amendment or supplement thereto, the “Proxy Statement”), at the time the Proxy Statement is first mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting, or (c) any other documents to be filed with the SEC or any Regulatory Agency in connection with the transactions contemplated hereby, at the respective times such documents are filed, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to any information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Registration Statement, the Proxy Statement or any such other documents.

3.25        Loan Portfolio

3.26        Insurance

3.27       Broker-Dealer, Investment Advisory, Insurance and Digital Currency Matters

3.28        No Other Representations or Warranties

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Except (A) as disclosed in the disclosure schedules delivered by Parent to the Company prior to or concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Schedules”), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure, (B) as disclosed in any Parent Reports filed with or furnished to the SEC and publicly available prior to the date of this Agreement (excluding any risk-factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific, predictive or forward-looking in nature), or (C) as Previously Disclosed, Parent represents and warrants to the Company as follows:

4.1          Corporate Organization

4.2          Capitalization

4.3          Authority; No Violation

except, in each case of clauses (ii) and (iii) above, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

4.4          Consents and Approvals

No consents or approvals of, or filings or registrations with, any Governmental Entity are required to be made or obtained by Parent or any Parent Subsidiary in connection with (A) the execution, delivery and performance by Parent of this Agreement and (B) the consummation by Parent of the Merger, the Bank Merger and the other transactions contemplated hereby, except for:

except, with respect to clause (v) above, where the failure to make or obtain such other filings, authorizations, orders or approvals would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

4.5            Reports. Parent and each Parent Subsidiary have timely filed (or furnished, as applicable) all reports, registrations, statements, certifications and other filings, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2024 with any Governmental Entity having jurisdiction over Parent or any Parent Subsidiary, including the Federal Reserve Board, the NYDFS, the FDIC, the SEC and any applicable state securities regulatory authority, and all fees and assessments due and payable in connection therewith have been paid, except where the failure to file (or furnish) such reports, registrations, statements, certifications or other filings, to make such amendments or to pay such fees and assessments, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. As of their respective dates of filing (or furnishing), such reports, registrations, statements, certifications and other filings complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entity, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

4.6            Financial Statements

4.7          Broker’s Fees. Neither Parent nor any Parent Subsidiary, nor any of their respective officers or directors, has employed any broker, finder or financial advisor or incurred any liability or obligation to pay any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement.

4.8         Absence of Certain Changes or Events

4.9          Legal Proceedings

4.10       SEC Reports. Parent has timely filed or furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by it with the SEC since January 1, 2024 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Parent Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing), each of the Parent Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and none of the Parent Reports, at the time of filing thereof (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.11        Compliance with Applicable Law

except, in each case of clauses (i) through (iii) above, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

4.12        Certain Contracts

4.13       Agreements with Regulatory Agencies. Neither Parent nor any Parent Subsidiary is subject to, or has been advised since January 1, 2024 that it is being considered as a candidate to become subject to, any cease and desist order, consent order, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolution adopted at the request of any Governmental Entity, capital directive, prompt corrective action directive, or any other agreement, arrangement or understanding with, any Governmental Entity that restricts the conduct of the business of Parent or any Parent Subsidiary or in any manner relates to the capital adequacy, credit or risk management policies, its management or business (each, a “Parent Regulatory Agreement”). Neither Parent nor any Parent Subsidiary has been advised since January 1, 2024 by any Governmental Entity that it is considering issuing, initiating, ordering or requesting any Parent Regulatory Agreement.

4.14      State Takeover Laws. The Board of Directors of Parent has taken all action necessary so that no “restricted business combination,” “business combination,” “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute or regulation, including Sections 912 and 913 of the NYBCL, and no antitakeover provision in Parent’s Certificate of Incorporation or By-laws is, or at the Effective Time will be, applicable to Parent, the Company, this Agreement, the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement.

4.15      Reorganization. Neither Parent nor any Parent Subsidiary has taken or agreed to take any action, and Parent is not aware of any fact or circumstance, that would prevent or impede, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.16       Parent Information. None of the information supplied or to be supplied by or on behalf of Parent or any Parent Subsidiary for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time the Registration Statement is amended or supplemented or at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company or at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.

4.17        Taxes and Tax Returns

4.18        No Other Representations or Warranties

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1          Conduct of Business of the Company Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with Article VIII (the “Pre-Closing Period”), except as expressly contemplated or permitted by this Agreement, as required by applicable Law or by any Governmental Entity of competent jurisdiction, or as set forth in Section 5.1 of the Company Disclosure Schedule, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall, and shall cause each of its Subsidiaries (including Empire State Bank) to:

5.2            Company Forbearances. During the Pre-Closing Period, except as expressly contemplated or permitted by this Agreement, as required by applicable Law or by any Governmental Entity, or as set forth in Section 5.2 of the Company Disclosure Schedule, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

5.3         Parent Forbearances. During the Pre-Closing Period, except as expressly contemplated or permitted by this Agreement, as required by applicable Law or by any Governmental Entity, or as set forth in Section 5.3 of the Parent Disclosure Schedule, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), Parent shall not, and shall not permit any of its Subsidiaries (including Dime Commercial Bank) to:

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1            Regulatory Matters

6.2            Access to Information; Confidentiality

6.3          Stockholder Approval

6.4          Legal Conditions to Merger. Each of Parent and the Company shall use commercially reasonable efforts to (a) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper, or advisable under applicable Law or otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or non-actions, waivers, consents, and approvals from Governmental Entities and making all necessary registrations and filings (including filings with Governmental Entities, if any), (ii) obtaining all necessary consents, approvals, or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement, and (b) to fulfill all conditions to Closing set forth in Article VII; provided, however, that nothing in this Section 6.4 shall require, or be construed to require, Parent, Parent Bank, or any of their respective Subsidiaries or Affiliates to agree to a Materially Burdensome Regulatory Condition.

6.5         Stock Exchange Listing. Parent shall use commercially reasonable efforts to cause the shares of Parent Common Stock to be issued in the Merger and the shares of Parent Common Stock to be reserved for issuance in connection with the Merger to be approved for listing on the NYSE (subject to official notice of issuance) prior to the Effective Time. The Company shall cooperate with Parent as reasonably requested by Parent with respect to such listing application.

6.6          Employee Matters

6.7            Indemnification; Directors’ and Officers’ Insurance

6.8          Additional Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title, and possession to all assets, property, rights, privileges, powers, and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub shall take all such lawful and necessary action, including the execution and delivery of such assignments, deeds, bills of sale, and other instruments of transfer or assurance, as reasonably requested by Parent to vest in the Surviving Corporation all right, title, and interest of the Company and Merger Sub in and to such assets, property, rights, privileges, powers, and franchises.

6.9          Advice of Changes. Each of Parent and the Company shall promptly advise the other party of (a) any representation or warranty made by it in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with or satisfy in any material respect any covenant, condition, or agreement to be complied with or satisfied by it under this Agreement, and (c) any change, event, or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely; provided, however, that no such notification shall affect the representations, warranties, covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

6.10      Stockholder Litigation. The Company shall (a) give Parent the opportunity to participate in the defense or settlement of any litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, (b) consult with Parent regarding the defense or settlement of any such litigation, and (c) not agree to settle any such litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed). The Company shall promptly notify Parent of any such litigation threatened or brought against the Company and/or any of its directors or officers in connection with the transactions contemplated by this Agreement.

6.11       Acquisition Proposals

6.12            Public Announcements. The Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, by court process, or by obligations pursuant to any listing agreement with the NYSE, in which case the party required to make the release or statement shall use commercially reasonable efforts to consult with the other party in advance of making such release or public statement.

6.13            Change of Method. Parent may at any time change the method or structure of effecting the combination of Parent and the Company (including the provisions of Article I); provided, that no such change shall (a) alter or change the amount or kind of consideration to be issued to holders of shares of Company Common Stock as provided for in this Agreement, (b) adversely affect the Tax treatment of the Company’s stockholders as a result of receiving the Merger Consideration, (c) adversely affect the Tax treatment of the Company, or (d) reasonably be expected to materially impede or delay receipt of any Requisite Regulatory Approval or the consummation of the transactions contemplated by this Agreement.

6.14            Restructuring Efforts. If either party reasonably determines that the Merger, the Bank Merger, or both may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, such party shall promptly notify the other party and the parties shall use commercially reasonable efforts to cause the Merger and the Bank Merger to so qualify (including by restructuring the transactions as appropriate), to the extent such restructuring is consistent with the other terms of this Agreement and would not adversely affect either party or its stockholders in any material respect.

6.15            No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

6.16            Takeover Statutes. If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

6.17            Tax Cooperation. Each of Parent and the Company shall use commercially reasonable efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and shall not take, and shall not permit any of their respective Subsidiaries to take, any action that would reasonably be expected to cause the Merger to fail to so qualify. Each of Parent and the Company shall cooperate with the other party and its counsel in connection with any opinion of counsel required under Section 7.2(d) or Section 7.3(c) of this Agreement, including providing, and causing their respective officers to provide, any certificates reasonably requested by counsel for purposes of rendering such opinion. Each party shall use commercially reasonable efforts to obtain the opinion described in Section 7.2(d) and Section 7.3(c), including by executing and delivering such Tax representation letters as are customarily provided in connection with such opinions and as may be reasonably requested by the applicable Tax counsel. Neither Parent nor the Company shall take any action, or fail to take any action, that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

6.18            Third-Party Consents and Agreements

6.19            Treatment of Company Indebtedness. Upon the Effective Time, Parent shall assume the due and punctual performance and observance of the covenants to be performed by the Company under the indentures described in Section 6.19 of the Company Disclosure Schedule, and the due and punctual payment of the principal of (and premium, if any) and interest on, the notes governed thereby. In connection therewith, (i) Parent and the Company shall cooperate and use reasonable best efforts to execute and deliver any supplemental indentures and (ii) the Company shall use reasonable best efforts to execute and deliver any officer’s certificates or other documents, and to provide any opinions of counsel to the trustee thereof, in each case, required to make such assumption effective as of the Effective Time.

6.20            Exemption from Liability Under Section 16(b). Assuming that the Company delivers to Parent the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Parent, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time, adopt a resolution consistent with the interpretive guidance of the SEC so that the receipt by any officer or director of the Company who is a covered person of Parent Common Stock in exchange for shares of Company Common Stock, and any other acquisitions of Parent equity securities (including derivative securities) in connection with the Merger and the other transactions contemplated by this Agreement by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent, shall be an exempt transaction for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. The “Section 16 Information” means information regarding the Company Insiders, the number of shares of Company Common Stock held by each such Company Insider, and the number and description of any other Company equity securities (including derivative securities) held by each such Company Insider, in each case as of a date reasonably proximate to the Effective Time, and such other information as Parent shall reasonably request in order to adopt the resolution contemplated by this Section 6.20.

ARTICLE VII

CONDITIONS PRECEDENT

7.1            Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

7.2            Conditions to Obligations of Parent. The obligation of Parent to effect the Merger is also subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

7.3          Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

ARTICLE VIII

TERMINATION

8.1            Termination. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval of this Agreement and the transactions contemplated hereby by the stockholders of the Company, as follows:

8.2            Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, written notice thereof shall be given to the other party or parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent or the Company (or any of their respective directors, officers, employees, agents, representatives, stockholders, Subsidiaries, Affiliates or other Representatives), other than the provisions of this Section 8.2, Section 8.3, Section 9.1, Section 9.5, Section 9.6, Section 9.7, Section 9.8 and Section 9.9 (and any related definitions contained in any such Sections or in Section 9.17), each of which shall survive the termination of this Agreement; provided, however, that no such termination shall relieve any party hereto from any liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs and may include the benefit of the bargain lost by such party, which shall be deemed in such event to be damages of such party) resulting from any willful and material breach of this Agreement prior to such termination.

8.3            Fees and Expenses

ARTICLE IX

GENERAL PROVISIONS

9.1            Nonsurvival of Representations and Warranties. None of the representations or warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.1 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.

9.2            Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, (b) on the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) upon transmission if sent via email (provided that no “bounce back” or similar message of non-delivery is received by the sender), in each case addressed as follows:

Dime Commercial Bancshares, Inc.

898 Veterans Memorial Highway, Suite 560

Hauppauge, NY 11788

Attention: Stuart H. Lubow, President and Chief Executive Officer

Email: Stuart.Lubow@dime.com

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

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, DC 20015

Attention: Lawrence Spaccasi, Marc Levy

Email: lspaccasi@luselaw.com, mlevy@luselaw.com

ES Bancshares, Inc.

1441 South Avenue, Suite 705

Staten Island, NY 10314

Attention: Philip Guarnieri, Chief Executive Officer

Email: pguarnieri@esbna.com

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

Kilpatrick Townsend & Stockton LLP

701 Pennsylvania Avenue, N.W., Suite 200

Washington, DC 20004

Attention: Edward Olifer, Stephen Donahoe

Email: eolifer@ktslaw.com, sdonahoe@ktslaw.com

or to such other address as the Person to whom notice is given may have previously furnished to the other parties hereto in writing in the manner set forth above.

9.3            Interpretation. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article, Section, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

9.4            Counterparts. This Agreement may be executed in two (2) or more counterparts (including by facsimile or portable document format (.pdf)), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

9.5            Entire Agreement. This Agreement (including the documents and instruments referred to herein), together with the following, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof:

9.6            Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE, EXCEPT THAT MATTERS RELATING TO THE FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE SUBJECT TO THE LAWS OF THE STATE OF MARYLAND.

9.7            Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

9.8            Jurisdiction; Enforcement. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the courts of the State of New York located in the Borough of Manhattan in New York City and the United States District Court for the Southern District of New York, and each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.8, (b) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

9.9          Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Thereafter, each of Parent and the Company shall consult with each other before issuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby and, except in respect of any press release, public statement or filing made or proposed to be made in connection with a Recommendation Change or a Superior Proposal (in which case the party desiring to make such release or announcement shall use reasonable best efforts to provide the other party with a reasonable opportunity to comment on such release or statement in advance), shall not issue any such press release, have any such communication, make any such other public statement or schedule any such press conference or conference call without the consent of the other party (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that nothing in this Section 9.9 shall prohibit any party from making any release or announcement that may be required by applicable Law, any listing agreement with, or rules and regulations of, the NYSE or any other applicable self-regulatory organization.

9.10         Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

9.11        Third-Party Beneficiaries. Except as provided below, this Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto any rights or remedies under this Agreement:

9.12       Specific Performance. The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or any such breach. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 9.8, without proof of damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which any party hereto is entitled at law or in equity. The parties hereto further agree that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right, neither Parent nor the Company would have entered into this Agreement.

9.13      Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

9.14        Disclosure Schedules. The Company Disclosure Schedule and the Parent Disclosure Schedule, as applicable, and the information and disclosures contained therein, are intended only to qualify and limit the representations, warranties and covenants of the Company and Parent, respectively, contained in this Agreement. Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the listing (or non-listing) of an item in an applicable section of the Disclosure Schedule shall not be deemed to constitute an acknowledgment by the disclosing party that such item represents a material item, event or circumstance, or that such item has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Matters reflected in such Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. In no event shall the listing of any item in a Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, any representation or warranty contained in this Agreement. Any disclosure made with respect to one section of this Agreement shall be deemed to be disclosed and incorporated by reference into each section of this Agreement to which such disclosure is reasonably apparent on its face.

9.15        Amendment; Waiver

9.16        Confidential Supervisory Information. Notwithstanding any other provision of this Agreement, no disclosure, representation, or warranty shall be made (or other action taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. Section 261.2(c) and as identified in 12 C.F.R. Section 309.5(g)(8)) of a regulatory authority by any party to this Agreement to the extent prohibited by Applicable Laws. To the extent legally permissible, appropriate substitute disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence apply.

9.17         Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan of Merger to be executed and delivered by its duly authorized officer as of the date first above written.

EXHIBIT A

FORM OF VOTING AGREEMENT

EXHIBIT B

FORM OF BANK MERGER AGREEMENT

BANK MERGER AGREEMENT

This Bank Merger Agreement (this “Agreement”), dated as of October 19, 2026, is made by and between Dime Commercial Bank, a New York state-chartered bank (“Parent Bank”), and Empire State Bank, a New York state-chartered bank (“Company Bank”). Each of Parent Bank and Company Bank may be referred to individually as a “Party,” or together as the “Parties.”

WITNESSETH:

WHEREAS, Parent Bank is a New York state-chartered bank duly organized and validly existing under the laws of the State of New York, with its main office located at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 and having branch offices at the locations set forth on Schedule I. As of the date hereof, all the issued and outstanding capital stock of Parent Bank is owned directly by Dime Commercial Bancshares, Inc., a New York corporation (“Parent”);

WHEREAS, Company Bank is a New York state-chartered bank duly organized, validly existing and in good standing under the laws of the State of New York, with its principal office located at 1441 South Avenue, Suite 705, Staten Island, New York 10314, and having branch offices at the locations set forth on Schedule II. As of the date hereof, all the issued and outstanding capital stock of Company Bank is owned directly by ES Bancshares, Inc., a Maryland corporation (“Company”);

WHEREAS, Parent and Company have entered into an Agreement and Plan of Merger, dated as of October 19, 2026 (as amended and/or supplemented from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, Company will merge with and into Parent (the “Merger”), with Parent as the surviving corporation in the Merger;

WHEREAS, contingent upon the Merger, on the terms and subject to the conditions contained in this Agreement, the Parties intend to effect the merger of Company Bank with and into Parent Bank (the “Bank Merger”), with Parent Bank continuing as the surviving bank (the “Surviving Bank”);

WHEREAS, the Board of Directors of Parent Bank has deemed the Bank Merger advisable and in the best interests of Parent Bank, and has adopted resolutions authorizing and approving the execution and delivery of this Agreement and the transactions contemplated hereby, pursuant to the authority given by and in accordance with the provisions of Article 13 of the New York Banking Law;

WHEREAS, the Board of Directors of Company Bank has deemed the Bank Merger advisable and in the best interests of Company Bank, and has adopted resolutions authorizing and approving the execution and delivery of this Agreement and the transactions contemplated hereby, pursuant to the authority given by and in accordance with the provisions of Article 13 of the New York Banking Law; and

WHEREAS, the sole shareholder of Parent Bank and the sole stockholder of Company Bank have approved this Agreement, the Bank Merger and the principal terms thereof.

NOW, THEREFORE, in consideration of the promises and of the mutual agreements herein contained, the Parties do hereby agree as follows:

ARTICLE I

BANK MERGER

Section 1.01 The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below) and pursuant to the New York Banking Law, Company Bank shall be merged with and into Parent Bank in accordance with the provisions of, and with the effects provided in, applicable law. At the Effective Time, the separate existence of Company Bank shall cease, and Parent Bank, as the Surviving Bank, shall continue its existence under the laws of New York. The Surviving Bank shall be responsible for all the liabilities of every kind and description of each of the merging banks existing as of the Effective Time of the Bank Merger, all in accordance with the provisions of the New York Banking Law. Immediately following the Effective Time, the Surviving Bank shall continue to operate the main office and each of the branches of Company Bank existing as of the Effective Time as branches of the Surviving Bank at the officially designated address of each such office or branch and shall continue to operate each of the branches of the Surviving Bank existing at the Effective Time, in each case without limiting the authority under applicable law of Parent Bank or of the Surviving Bank (as applicable) to close, relocate or otherwise make any change regarding any such branch.

Section 1.02 Closing. The closing of the Bank Merger will take place by electronic exchange of documents following the Merger or at such other time and date as is specified by Parent, but in no case prior to the date on which all of the conditions precedent to the consummation of the Bank Merger specified in this Agreement shall have been satisfied or duly waived by the Party or Parties entitled to satisfaction thereof, at such place as is agreed by the Parties.

Section 1.03 Effective Time. On the Closing Date, Parent and the Company shall file such documents required by the New York State Superintendent of Financial Services specifying the Closing Date and effective time of the Bank Merger (the “Effective Time”).

Section 1.04 Organization Certificate and Bylaws of the Surviving Bank. The organization certificate and bylaws of Parent Bank in effect immediately prior to the Effective Time shall be the organization certificate and the bylaws of the Surviving Bank, in each case until amended in accordance with applicable law and the terms thereof.

Section 1.05 Name and Main Office. The name of the Surviving Bank shall be “Dime Commercial Bank” and the main office of the Surviving Bank shall be at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788.

Section 1.06  Directors and Officers of the Surviving Bank. As of the Effective Time, the directors and officers of the Surviving Bank shall be the persons serving as the directors and officers, respectively, of Parent Bank immediately prior to the Effective Time.

Section 1.07 Tax Treatment. It is the intention of the Parties that the Bank Merger be treated for U.S. federal income tax purposes as a “tax free reorganization” pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended.

ARTICLE II

TREATMENT OF SHARES

Section 2.01 Effect on Company Bank Capital Stock. At the Effective Time, by virtue of the Bank Merger and without any action on the part of the holder of any capital stock of Company Bank, all shares of Company Bank capital stock issued and outstanding shall be automatically cancelled and retired and shall cease to exist, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor.

Section 2.02 Effect on Parent Bank Capital Stock. Each share of Parent Bank capital stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Bank Merger.

ARTICLE III

CAPITAL STOCK

Section 3.01  From and after the Effective Time, (i) each share of Company Bank Stock issued and outstanding immediately prior to the Effective Time shall be canceled, and (ii) each share of common stock of Parent Bank (“Parent Bank Stock”) issued and outstanding immediately prior to the Effective Time, shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding following consummation of the Bank Merger, until thereafter amended in accordance with applicable law and the Organizational Certificate of the Surviving Bank. No shares of Parent Bank Stock shall be allocated to the sole shareholder of Company Bank in the Bank Merger and no cash shall be paid to the sole shareholder of Company Bank in the Bank Merger.

ARTICLE IV

COVENANTS

Section 4.01 If at any time the Surviving Bank shall reasonably require that any further assignments, conveyances or assurances are necessary or desirable to vest, perfect or confirm in the Surviving Bank title to any property or rights of Company Bank as of the Effective Time or otherwise carry out the provisions hereof, the proper officers and directors of Company Bank, as of the Effective Time, and thereafter the officers of the Surviving Bank acting on behalf of Company Bank, shall execute and deliver any and all proper assignments, conveyances and assurances, and do all things necessary or desirable to vest, perfect or confirm title to such property or rights in the Surviving Bank and otherwise carry out the provisions hereof.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01 The Bank Merger and the respective obligations of each Party to consummate the Bank Merger are subject to the fulfillment or written waiver of each of the following conditions prior to the Effective Time:

a.  The approval of the New York State Department of Financial Services and, as applicable, the New York Superintendent of Financial Services with respect to the Bank Merger shall have been obtained and shall be in full force and effect, and all related waiting periods shall have expired; and all other material consents, approvals, permissions, and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of the Bank Merger shall have been obtained or made and shall be in full force and effect and all waiting periods required by law shall have expired.

b. The Merger shall have been consummated in accordance with the terms of the Merger Agreement.

c. No jurisdiction or governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the Bank Merger.

d. This Agreement and the Bank Merger shall have been approved, or ratified and confirmed, as applicable, by the sole shareholder of Parent Bank and the sole stockholder of Company Bank.

ARTICLE VI

TERMINATION AND AMENDMENT

Section 6.01 Termination. This Agreement may be terminated at any time prior to the Effective Time by a written instrument executed by each of the Parties. This Agreement will terminate automatically without any action by the Parties upon the termination of the Merger Agreement as therein provided.

Section 6.02 Amendment. This Agreement may be amended by an instrument in writing signed on behalf of each of the Parties.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01 Representations and Warranties. Each of the Parties represents and warrants that this Agreement has been duly authorized, executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof.

Section 7.02 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be duly deemed given (a) on the date of delivery if delivered personally, or if by email, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to Parent Bank, to:

Dime Commercial Bank

898 Veterans Memorial Highway, Suite 560

Hauppauge, NY 11788

Attention: Stuart H. Lubow, President and Chief Executive Officer

Email: Stuart.Lubow@dime.com

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

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, DC 20015

Attention: Lawrence Spaccasi, Marc Levy

Email: lspaccasi@luselaw.com, mlevy@luselaw.com

If to Company Bank, to:

Empire State Bank

1441 South Avenue, Suite 705

Staten Island, NY 10314

Attention: Philip Guarnieri, Chief Executive Officer

Email: pguarnieri@esbna.com

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

Kilpatrick Townsend & Stockton LLP

701 Pennsylvania Avenue, N.W., Suite 200

Washington, DC 20004

Attention: Edward Olifer, Stephen Donahoe

Email: eolifer@ktslaw.com, sdonahoe@ktslaw.com

Section 7.03 Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “the date hereof” shall mean the date of this Agreement.

Section 7.04 Counterparts. This Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that each Party need not sign the same counterpart.

Section 7.05 Entire Agreement. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, other than the Merger Agreement.

Section 7.06 Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any applicable conflicts of law principles, except to the extent that the federal laws of the United States shall be applicable hereto. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 7.07 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

Section 7.08 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) and any attempted assignment in contravention of this Section 7.08 shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in counterparts by their duly authorized officers as of the day and year first above written.

schedule I

sCHEDULE II