this agreement, dated as of november 6, 2006 is made by and between sun national bank, a national banking association organized under the laws of the united states of america and having its principal place of business in vineland, new jersey ( “ seller ” ), and 1st constitution bank, a commercial bank chartered under the laws of the state of new jersey and having its principal place of business in cranbury, new jersey ( “ buyer ” ). 1. 1 certain defined terms. some of the capitalized terms appearing in this agreement are defined below. the definition of a term expressed in the singular also applies to that term as used in the plural and vice versa. “ affiliate ” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person, except in those cases where the controlling person exercises control solely in a fiduciary capacity. “ amount of premium ” has the meaning set forth in section 3. 1 of this agreement. “ assets ” has the meaning set forth in section 2. 1 of this agreement. “ assignment ” shall mean, with respect to the leased realty, each landlord ’ s written consent to the assignment and assumption of such lease related to the leased realty or a certificate of estoppel with respect to the remaining term of the lease with respect to the leased realty for the benefit of buyer with respect to the branch. “ atm ” means automatic teller machine. “ benefit plan ” means any pension, profit - sharing, or other employee benefit, fringe benefit, severance or welfare plan maintained by or with respect to which contributions are made by, seller or any of its affiliates with respect to seller ’ s employees. “ branch ” means the branch office of seller located at 140 mercer street, hightstown, new jersey 08520. “ branch cash ” means cash on hand at the branch, including vault cash, teller drawer cash, petty cash and atm cash. “ business day ” means any monday, tuesday, wednesday, thursday or friday on which seller is open for business. “ closing ” means the purchase of the assets by buyer and the assumption of the liabilities by buyer on the closing date. “ closing date ” has the meaning set forth in section 9. 1 of this agreement. “ deposit accounts ” means the deposit accounts at the branch, the balances of which are included in the deposits or would be so included if the