THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE is made as of this 31st day of July, 2009 between CLINTON UNITY GROUP, LLC, having its principal mailing address as P.O. Box 5301, Clinton, New Jersey 08809 (hereinafter “ Landlord ”), and UNITY BANK , (formerly, First Community Bank) a banking institution organized under the laws of the State of New Jersey, having its principal offices at 64 Old Highway 22, Clinton, New Jersey 08809, (hereinafter “ Lessee ”).

WHEREAS , Lessee occupies property located at 64 Old Highway 22, Clinton, New Jersey identified on the Town of Clinton Tax Map as Block 22, Lot 22 inclusive of all improvements thereon pursuant to a revised lease dated December 15, 1995 between Lessee and Landlord, amended by First Amendment to Lease dated March 1, 1997 (hereinafter collectively “the Lease”) and further amended by Second Amendment to Lease dated September 19, 2003 (hereinafter collectively “the Lease”); and

WHEREAS, Landlord and Lessee are mutually desirous of further amending the Lease in this Third Amendment upon the terms, covenants and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of One ($1.00) Dollar and other good and valuable consideration provided by each party to the other, the receipt and sufficiency of which is hereby acknowledged, Landlord and Lessee do herein agree to amend the Lease in the manner following:

1.     LEASE TERM .  The Lease, as herein extended, shall remain in full force and effect until December 31, 2013; unless otherwise extended by Section 8 (v)(e).

2.            BASE RENT.   The Base Rent from and after January 1, 2009 and for the remaining term of the Lease as established in Paragraph 1 hereinabove shall be $400,000.00 per annum payable monthly at the rate of $33,333.34

3.            ADDITIONAL RENT.      Lessee shall pay Landlord , as Additional Rent annually, from and after January 1, 2009 through December 31, 2013, a sum in addition to the Base Rent, as established in Paragraph 2 of this Agreement, equal to the annual increase in the Consumer Price Index (CPI) for the New York Metropolitan area.  The first said increase (commencing on January 1, 2010) shall be based upon the increase in the CPI, if any, as of January 1, 2010 as compared to the CPI, as it existed as of January 1, 2009.  Each annual increase thereafter, if any, shall be calculated using the prior January 1 ^st CPI, as the base CPI in comparing same to the CPI, as it exists on January 1 ^st of the year for which the increase is being calculated; PROVIDED, HOWEVER , irrespective of the actual CPI increase in any year during term hereof the actual increase in rent attributable to CPI shall not exceed 3% per annum.  All Additional Rent is to be payable annually in twelve (12) equal monthly installments, together with monthly Base Rent payments as established by Paragraph 2.

4.            PAYMENT OF ACCRUED ADDITIONAL RENT.

4.1            Lessee agrees to pay, upon execution of this Agreement, all Additional Rent, as described in the Lease, due and owing Landlord ,   as of the date hereof .  Such payment shall be in full satisfaction of any claims of Landlord for payment under the Lease for periods prior to the date hereof, and Landlord shall have no further claims to any such payments.

4.2            Landlord agrees to expend that portion of the Additional Rent payment paid by Lessee pursuant to Paragraph 4.1 of this Agreement attributable to Landlord’s management fee, estimated to be approximately $27,600.00, as reasonably required for capital repairs to the Leased Premises including, but not limited to, the leased building’s HVAC, elevator, plumbing systems. Landlord shall be responsible for the cost of any plans, architectural work and permits, if any, needed to undertaker such work. Landlord shall provide Lessee with invoices or other documents evidencing the expenditure of the approximate $27,600.00 on the systems identified in this Paragraph.

5.            LANDLORD IMPROVEMENTS.    Landlord agrees to reseal and restripe the existing driveway/parking areas located on the Leased Premises and paint the exterior of the building situate thereon within 120 days of the date of this Agreement.  These improvements are to be made at Landlord’s sole cost and expense and with funds separate and distinct from the capital improvement funds to be expended by Landlord pursuant to Paragraph 4.2 of this Agreement.

6.            PRO-RATION OF CAPITAL IMPROVEMENTS .  In the event Lessee acquires ownership of the Leased Premises pursuant to its lawful exercise of the Purchase Option Agreement as set forth in Paragraph 8 hereinafter, Lessee shall, at closing of title and passage of Deed, reimburse Landlord pro-rata for Landlord’s expenditures for (i) the improvements made pursuant to Paragraph 5 and (ii) all capital improvements, other than those made pursuant to Paragraph 4 hereinabove.  The amount of the reimbursement shall be the amount of Landlord’s actual out of pocket expense, as properly documented, reduced by a fraction, the numerator of which is the number of months between the date Lessee acquires title and December 31, 2013 and the denominator of which is sixty (60).

Example:

If Landlord expends $30,000.00 on Capital Improvements subsequent to the date of this Amendment, in addition to any sums expanded by Landlord pursuant to Paragraph 4 of this Amendment,

and remains in title for fifty percent of the time period calculated from date of said expenditure to December 31, 2013 then Lessee shall be obligated to reimburse Landlord in the amount of $15,000.00 at closing of title and passage of Deed.

7.            TRIPLE NET LEASE.

7.1           On and after the date of this Agreement, other than as set forth in Sections 4 and 5 hereof, Lessee shall assume all management and maintenance obligations, for the Leased Premises including the payment at its sole cost and expense of all “Operating Expenses”.  For the purpose of this Lease, “Operating Expenses” are hereby defined to mean those expenses paid or incurred in maintaining, operating and repairing the Leased Premises and all improvements including the Building situate thereon, and shall include, without limitations, the cost of electric utility service, ventilation and air-conditioning, water, window cleaning, janitorial service, insurance including, but not limited to, public liability insurance and worker’s compensation insurance, applicable to the Leased Premises; taxes, as hereinafter defined; painting and decorating, garbage disposal service, snow removal, security services, landscaping, customary management fees paid to bona fide third parties retained by Lessee , the charges of any independent contractor, employed by Lessee , who does any work of operating, maintaining or repairing of the Leased Premises, or any other expense or charge, whether or not hereinbefore mentioned, which in accordance with generally accepted accounting and management principles would be considered as an expense of maintaining, operating or repairing the Leased Premises, inclusive of replacement costs, which replacement costs shall not include those which are properly capitalized in accordance with sound accounting practice and principles.  In addition to the foregoing, Operating Expenses shall also include all costs and expenses for improvements required by any future governmental law or regulation not applicable to the Building, as of the date of this Agreement, and the cost of any such improvements treated as Operating Expenses and paid by Le