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AGREEMENT OF MERGER

by and between

TEMPLE SHAARI EMETH a New Jersey non-profit corporation

and

TEMPLE RODEPH TORAH, a New Jersey non-profit corporation,

___________________________

Dated as of _________ ___, 2021 ___________________________

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Exhibits

Exhibit A - Form of Certificate of MergerExhibit B - Plan of MergerExhibit C - Treatment of Sales Proceeds of Marlboro PropertyExhibit D - TRT’s Dues StructureExhibit E - TSE’s Dues StructureExhibit F - Administrative Transition/Staff Plan

Schedules

TSE Disclosure Schedule TRT Disclosure Schedule

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AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER (this “Agreement”) is entered into and effective as of ____ ____, 2021 (the “Agreement Date”), by and among Temple Shaari Emeth, a New Jersey non-profit corporation (“TSE”), and Temple Rodeph Torah, a New Jersey non-profit corporation (“TRT”). Capitalized term(s) used but not otherwise defined herein shall have the definition(s) ascribed to such term(s) in Article I.

RECITALS

WHEREAS, the Board of Trustees of TSE (the “TSE Board”) and the Board of Trustees of TRT (referred to in the TRT By-laws as directors) (the “TRT Board”) believe it is in the best interests of their respective congregations to combine into a single Reform Jewish congregation through the merger of TRT with and into TSE, with TSE surviving the merger on the terms and conditions of this Agreement (the “Merger”), and, in furtherance thereof, have adopted this Agreement and the Plan of Merger and have approved the consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”);

WHEREAS, immediately following the execution of this Agreement, (a) TSE shall seek to obtain approval of this Agreement and the Plan of Merger from its members in accordance with the TSE Governing Documents and the Act (the “TSE Member Approval”) and (b) TRT shall seek to obtain approval of this Agreement and the Plan of Merger from its members in accordance with the TRT Governing Documents and the Act (the “TRT Member Approval” and, together with the TSE Member Approval, the “Member Approvals”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I DEFINITIONS

The following terms, when used in this Agreement, shall have the meanings set forth below:

“Act” means the New Jersey Nonprofit Corporation Act.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New Jersey are authorized or required by Law to be closed for business.

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“Certificate of Merger” means a Certificate of Merger, in the form set forth on Exhibit A.

“Contracts” means all contracts, agreements, subcontracts, leases, purchase orders, instruments and all other undertakings or commitments (including any amendments, addendums and other modifications thereto), whether written or oral.

“Disclosure Schedules” means the TRT Disclosure Schedules and the TSE Disclosure Schedules.

“Fiscal Year” shall commence on July 1 of the existing year and terminates on June 30 of the following year.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body.

“Intellectual Property” means any and all of the following, as they exist throughout the world: (a) patents, patent applications of any kind, patent rights, inventions, discoveries and invention disclosures (whether or not patented); (b) rights in registered and unregistered trademarks, service marks, trade names, trade dress, logos, packaging design, slogans and Internet domain names, and registrations and applications for registration of any of the foregoing; (c) copyrights in both published and unpublished works, including all compilations, databasesand computer programs, manuals and other documentation and all copyright registrations andapplications, and all derivatives, translations, adaptations and combinations of the above; (d) anyand all other intellectual property rights relating to any of the foregoing including internet domainname applications and registrations, internet and World Wide Web URLs or addresses; and (e)goodwill, licenses, consents, approvals, and claims of infringement and misappropriation againstthird parties.

“IRS” means the Internal Revenue Service.

“Indebtedness” means all (a) indebtedness for borrowed money (including any so called Paycheck Protection Program loans); (b) obligations for the deferred purchase price of property or services, (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) capital lease obligations; (e) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (f) guarantees made on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (g) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g).

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“Interim Period” means the period running from the Agreement Date until the first to occur of (a) the Merger Date or (b) the termination of this Agreement pursuant to Article VIII.

“Laws” means any law (including common law), regulation, code, statute, rule, regulation, ordinance, judgment, injunction, settlement, award, writ, order or decree or other requirement of any Governmental Authority.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, security interest or other lien of any kind.

“Member Unit” means a family of one or more individuals in the same household, as defined term in TSE’s Constitution and By Laws.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, governmental agency or instrumentality or other entity of any kind.

“Plan of Merger” means the Plan of Merger, in the form set forth on Exhibit B

“Taxes” means all federal, state, local, foreign or other tax, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, unclaimed property, escheat, sales, use, transfer, registration, alternative or add-on minimum, or estimated tax, and including any interest, penalty, or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Tax Returns” means any return, declaration, report, statement or information statement filed or required to be filed with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements of any of the foregoing.

“Transition Period” means the period running from the Merger Date to June 30, 2023.

“Transition Trustees” has the meaning provided in Section 7.1(b).

“Transition Teams” shall mean the teams appointed by the Presidents of TSE and TRT pursuant to Section 6.3(e).

“TRT Governing Documents” means the organizational or governing documents of TRT, including the By Laws and the Certificate of Incorporation of TRT, in each case as amended to date.

“TRT Indebtedness” means any and all Indebtedness of TRT.

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“TRT Disclosure Schedules” means the Disclosure Schedules delivered by TRT concurrently with the execution and delivery of this Agreement.

“TRT Heritage Member” shall mean (i) with respect to the Interim Period, any TRT Member in Good Standing as of the Agreement Date, and (ii) as of the Merger Date and at all times thereafter, any TRT Member In Good Standing on the Merger Date.

“TRT Member In Good Standing” shall mean a member of TRT who is not in arrears in payment of full financial obligations by more than sixty (60) days.

“TSE Indebtedness” means any and all Indebtedness of TSE.

“TSE Disclosure Schedules” means the Disclosure Schedules delivered by TSE concurrently with the execution and delivery of this Agreement.

“TSE Governing Documents” means the organizational or governing documents of TSE, including the Constitution and By Laws, Policy Book and the Certificate of Incorporation of TSE, in each case as amended to date.

ARTICLE II THE MERGER

2.1 The Merger. As of the Merger Date, and subject to and upon the terms and conditions of this Agreement, the Certificate of Merger and the applicable provisions of the Act, TRT shall be merged with and into TSE, the separate corporate existence of TRT shall cease, and TSE shall continue as the surviving entity (sometimes referred to herein as the “Surviving Entity”).

2.2 Closing; Merger Date. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall occur upon the last to occur of: (a) November 1, 2021; or (b) two (2) Business Days after the last of the conditions to Closing set forth in Article III of this Agreement have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Merger Date), or at such other time or on such other date or at such other place as TSE and TRT may mutually agree upon in writing (the day on which the Closing takes place being the “Merger Date”).

2.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, TRT and TSE shall cause the Certificate of Merger to be filed with the New Jersey Division of Revenue in accordance with the relevant provisions of the Act and shall make all other filings or recordings required under the Act. The Merger shall become effective at such time as the Certificate of Merger has been duly filed with the New Jersey Division of Revenue (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

2.4 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Act. Without limiting the generality of the foregoing, at the Effective Time, all the properties, rights, privileges, powers and franchises of TRT shall vest in the Surviving Entity, and all debts, liabilities

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and duties of TRT shall become the debts, liabilities and duties of the Surviving Entity. During the Transition Period, the Surviving Entity’s operations shall be conducted in accordance with Article VI of this Agreement.

2.5 Certificate of Incorporation and By-laws. At the Effective Time, (a) the certificate of incorporation of TSE as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Entity until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the By-laws of TSE as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Entity until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Entity or as provided by applicable Law.

2.6 Trustees and Officers. As of the Merger Date, the trustees and officers of TSE immediately prior to the Effective Time shall be the trustees and officers of the Surviving Entity, to serve until their respective successors are duly elected or appointed and qualified, subject to the provisions of Article VI and Article VII hereof.

2.7 Members. As of the Merger Date, members of TSE and TRT Heritage Members shall become and be considered members of the Surviving Entity, subject to the provisions of the TSE Governing Documents and subject to the provisions of Section 7.2 below.

ARTICLE III CONDITIONS TO CLOSING

3.1 Conditions to Obligations of Each Party to Effect the Transactions. The respective obligations of each party hereto to consummate the Merger shall be subject to the satisfaction or waiver in writing at or prior to the Closing of each of the following conditions;

(a) No Prohibitions. No Governmental Authority shall have enacted, issued,promulgated, enforced or entered any order, judgment or decree which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) Governmental Approvals. TRT and TSE shall have timely obtained fromeach governmental entity all approvals, waivers and consents, if any, necessary for consummation of, or in connection with, the Merger.

(c) Member Approvals. The parties shall have obtained the MemberApprovals.

3.2 Additional Conditions to Obligations of TSE. The obligations of TSE to consummate the Merger shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

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(a) Representations, Warranties and Covenants. The representations and warranties made by TRT herein shall be true and correct in all material respects on and as of the Agreement Date and on and as of the Merger Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be true and correct with respect to such specified date or dates). TRT shall have performed and complied in all material respects with all covenants, agreements and obligations herein required to be performed and complied with by TRT at or prior to the Closing.

(b) Receipt of Closing Deliverables. TSE shall have received each of the applicable agreements, instruments, certificates and other documents required to be provided by TRT pursuant to Section 3.4.

3.3 Additional Conditions to the Obligations of TRT. The obligations of TRT to consummate the Merger shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) Representations, Warranties and Covenants. The representations and warranties made by TSE herein shall be true and correct in all material respects on and as of the Agreement Date and on and as of the Merger Date as though such representations and warranties were made on and as of such dates. TSE shall have performed and complied in all material respects with all covenants, agreements and obligations herein required to be performed and complied with by TSE at or prior to the Closing.

(b) Receipt of Closing Deliverables. TRT shall have received each of the applicable agreements, instruments, certificates and other documents set forth in Section 3.4.

(c) Delivery of Financials. TSE shall deliver to TRT unaudited interim financial statements, dated no earlier than 10 days prior to the Merger Date, consisting of the balance sheet of TSE and the related statement of income and retained earnings and cash flow for the portion of the Fiscal Year ended on the date of such interim statements, which statements shall be certified by an officer of TSE or member of the TSE Board as true and correct and prepared in accordance with past practices.

3.4 Closing Deliverables. The parties (as applicable) shall deliver to each other, at or prior to the Closing:

(a) a certificate, dated as of the Merger Date and executed by the president of TRT (i) attaching true, complete and correct forms of the TRT Governing Documents, and (ii) certifying on behalf of TRT that the TRT Member Approval has been obtained and that each of the conditions set forth in Section 3.2 have been satisfied.

(b) a certificate, dated as of the Merger Date and executed by the president of TSE (i) attaching true, complete and correct forms of the TSE Governing Documents, and (ii) certifying on behalf of TSE that the TSE Member Approval has been obtained and that each of the conditions set forth in Section 3.3 have been satisfied.

(c) certificates from the State of New Jersey, dated within ten Business

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Days prior to the Merger Date, certifying that each of TSE and TRT is in good standing; and

(d) proof of filing of the Certificate of Merger with the State of NewJersey.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TSE

Except as set forth in the correspondingly numbered Section of the TSE Disclosure Schedules, TSE represents and warrants to TRT that the statements contained in this Article IV are true and correct as of the date hereof and as of the Merger Date.

4.1 Organization, Standing and Power. TSE is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. TSE has the corporate power to own, operate and use its properties and to conduct its operations.

4.2 Authority; Non-contravention.

(a) Subject to obtaining the TSE Member Approval, TSE has all requisitecorporate power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of TSE. This Agreement constitutes the valid and binding obligation of TSE enforceable against TSE in accordance with its terms subject only to the effect, if any, of applicable bankruptcy and other similar applicable Law affecting the rights of creditors generally. The TSE Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the TSE Board, has (i) declared that this Agreement and the Merger, upon the terms and subject to the conditions set forth herein, advisable, are fair to and in the best interests of the TSE members, (ii) approved this Agreement in accordance with applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the TSE Members for consideration by the TSE Members and recommended that all of the TSE Members adopt this Agreement and approve the consummation of the Merger.

(b) The execution and delivery of this Agreement by TSE does not, and theconsummation of the Merger will not conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any person pursuant to, (i) any provision of the TSE Governing Documents, (ii) any Contract of TSE or any Contract applicable to any of its assets or (iii) any applicable law.

(c) No consent, approval, order or authorization of, or registration, declarationor filing with, or notice to, any governmental entity or any other Person is required by or with respect to TSE in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger and (ii) the TSE Member Approval.

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4.3 Financial Statements; No Undisclosed Liabilities.

(a) TSE has delivered to TRT audited financial statements for Fiscal Yearsended June 30, 2020 and June 30, 2021 (collectively, the “TSE Financial Statements”), consisting of the balance sheet of TSE and the related statement of income and retained earnings and cash flow for the Fiscal Years then ended. The TSE Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved. The TSE Financial Statements are based on the books and records of TSE, and fairly present in all material respects the financial condition of TSE as of the respective dates they were prepared and the results of the operations of TSE for the periods indicated.

(b) TSE has no liabilities, obligations or commitments of any naturewhatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than (i) those set forth or adequately provided for in the balance sheet included in the TSE Financial Statements, (ii) those incurred in the conduct of TSE’s operations in the ordinary course consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of applicable Law and (iii) those incurred by TSE in connection with the execution of this Agreement. Except for Liabilities reflected in the TSE Financial Statements, TSE has no off-balance sheet liability of any nature to any third parties or entities.

(c) Schedule 4.4(c) of the TSE Disclosure Schedule sets forth a true, correctand complete list of all TSE Indebtedness, including, for each item of TSE Indebtedness, the agreement governing the TSE Indebtedness and the interest rate, maturity date, any assets securing such TSE Indebtedness and any prepayment or other penalties payable in connection with the repayment of such TSE Indebtedness at the Closing.

(d) Schedule 4.4(d) of the TSE Disclosure Schedule sets forth the names andlocations of all banks and other financial institutions at which TSE maintains accounts and the names of all Persons authorized to make withdrawals therefrom.

4.4 Absence of Changes. Since June 30, 2021, (a) TSE has conducted its operations in the ordinary course of business consistent with past practice and (b) there has not occurred any event that is materially adverse to the business, operations or assets of TSE.

4.5 Litigation. There are no Actions to which TSE is a party pending before any Governmental Authority, or, to the knowledge of TSE, threatened against TSE or any of its assets or any of its trustees, officers or employees (in their capacities as such or relating to their employment, services or relationship with TSE), and, to the knowledge of TSE, there is not any reasonable basis for any such Action.

4.6 Compliance with Laws; Governmental Permits.

(a) TSE has complied in all material respects with, is not in violation in anymaterial respect of, and has not received any notices of violation with respect to, applicable Law.

(b) TSE has obtained each material federal, state, county, local or foreign

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consent, license, permit, grant or other authorization of a Governmental Authority that is required for the conduct of TSE’s operations (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “TSE Authorizations”), and all of the TSE Authorizations are in full force and effect. TSE has not received any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of any TSE Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any TSE Authorization. TSE has materially complied with all of the terms of the TSE Authorizations and none of the TSE Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Merger.

4.7 Title to, Condition and Sufficiency of Assets; Real Property.

(a) TSE has good and marketable title to, or valid leasehold interest in all of its properties, and interests in properties and assets, real and personal, reflected on the TSE Financial Statements, or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that affords TSE valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Liens.

(b) To TSE’s knowledge, the assets and properties owned and leased by TSE constitute all of the assets and properties that are used in the conduct of TSE’s operations.

(c) Section 4.7(c) of the TSE Disclosure Schedules lists the street address of each parcel of real property owned, occupied, leased or otherwise utilized by TSE, whether each such property is owned by TSE or leased by TSE and, if such property is leased or subleased by TSE, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property. With respect to leased real property, TSE has delivered or made available to TRT true, complete and correct copies of any leases affecting the real property. TSE is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased real property.

4.8 Intellectual Property. Section 4.8 of the TSE Disclosure Schedule contains a complete and correct list and accurate summary description of all Intellectual Property owned or otherwise used by TSE (excluding off-the-shelf software licenses). TSE has not infringed or is infringing, nor has TSE contributed to or is contributing to the infringement of, any copyrights, trademarks, trade names, logos, inventions, discoveries, trade secrets, processes, know-how, or any applications or registrations relating thereto, owned by another Person and not licensed to TSE. There are no pending or threatened actions against TSE for infringement of any such Intellectual Property.

4.9 Taxes. TSE is a 501(c)(3) organization recognized by the IRS and such status has not been challenged or revoked. Except as disclosed in Section 4.9 of the TSE Disclosure Schedule, TSE has duly filed all federal, state and local Tax Returns and/or informational returns which are required to be filed by it and has paid all Taxes, if any, which are shown thereon to be due and all other Taxes imposed by law upon it or any of its properties, assets, income, receipts, payrolls, transactions, capital, worth or franchises which have become due and payable. There is no pending audit or other official inquiry asserted against TSE. No tax liens have been filed and neither the

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IRS nor any other Governmental Authority is now asserting or threatening to assert against TSE any deficiency or claim for additional Taxes. Except as provided in Section 4.9 of the TSE Disclosure Schedule, no Tax Return of TSE is currently under audit by the Internal Revenue Service or by the Governmental Authorities of any other jurisdiction.

4.10 Material Contracts. Schedule 4.10 of the TSE Disclosure Schedule contains a complete and correct list as of the date hereof of all Contracts of the following types to which TSE is a party or by which TSE or its properties are bound as of the date hereof: (a) mortgages, indentures, security agreements, letters of credit, loan agreements and other agreements and instruments relating to the borrowing of money, extension of credit or to Indebtedness; (b) employment, consulting, and severance agreements; (c) bonus, compensation, pension, retirement, deferred compensation or other plans, trusts or funds for the benefit of employees, officers, agents and directors (whether or not legally binding); (d) licenses of Intellectual Property (excluding off-the-shelf software licenses); (e) Contracts pertaining to capital expenditures in excess of $1,000 for any single project; (f) Contracts which in involve payments or receipts of more than $1,000, (g) Contracts pertaining to the ownership, purchase, sale, lease, sublease, license, use or occupancyof real property, or (h) Contracts that are otherwise material to TSE or its assets or operations. TSEhas delivered to TRT complete and correct copies of all such Contracts that are in written form(together with all amendments thereto), and accurate descriptions of all oral Contracts. SuchContracts are in full force and effect and, except as disclosed in Section 4.10 of the TSE DisclosureSchedule, there does not exist thereunder any default or event or condition or course of dealingwhich, after notice or lapse of time or both, would constitute a default thereunder on the part ofTSE or, to TSE’s knowledge, any other party thereto.

4.11 Insurance. Section 4.11 of the TSE Disclosure Schedule contains a complete and correct list and accurate summary description of all insurance policies maintained by TSE. TSE has delivered to TRT complete and correct copies of all such policies together with all riders and amendments thereto. Such policies are in full force and effect, and all premiums due thereon have been paid. TSE has complied in all respects with the terms and provisions of such policies.

4.12 Employees, Labor Matters, etc. Section 4.12 of the TSE Disclosure Schedule contains a complete and correct list of the names of all trustees, officers and salaried employees of TSE. There are no collective bargaining agreements. All pension, retirement or other plan of deferred compensation, any medical, dental or other health benefit plans, any life insurance, disability insurance or accident insurance plan, any severance plan, policy or arrangement, or any other employee benefit plan within the meaning of Section 3(3) of ERISA to which TSE contributes or in connection with which TSE is or could become liable for contributions, or under which employees of TSE participate or have a right to receive benefits is listed on Schedule 4.12 of the TSE Disclosure Schedule.

4.13 CARES Act. Except as set forth on Section 4.13 of the TSE Disclosure Schedule, TSE has not participated in any of the U.S. Coronavirus Aid, Relief, and Economic Security Act, as amended by the Consolidated Appropriations Act, 2021 (the “CARES Act”) relief funding programs, including the Paycheck Protection Program, or any similar funding issued under the Small Business Administration (SBA) Economic Injury Disaster Loan program.

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4.14 Representations Complete. To TSE’s knowledge, none of the representations or warranties made by TSE herein or in any exhibit or schedule hereto, including the TSE Disclosure Schedule, or in any certificate delivered by TSE pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF TRT

Except as set forth in the correspondingly numbered Section of the TSE Disclosure Schedules, TRT represents and warrants to TSE that the statements contained in this Article IV are true and correct as of the date hereof and as of the Merger Date.

5.1 Organization, Standing, Power. TRT is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. TRT has the corporate power to own, operate and use its properties and to conduct its operations.

5.2 Authority; Non-contravention.

(a) Subject to obtaining the TRT Member Approval, TRT has all requisitecorporate power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of TRT. This Agreement has been duly executed and delivered by TRT and constitutes the valid and binding obligation of TRT enforceable against TRT in accordance with its terms subject only to the effect, if any, of applicable bankruptcy and other similar applicable Law affecting the rights of creditors generally. The TRT Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the TRT Board, has (i) declared that this Agreement and the Merger, upon the terms and subject to the conditions set forth herein, advisable, are fair to and in the best interests of the TRT members, (ii) approved this Agreement in accordance with applicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to the TRT members for consideration by the TRT members and recommended that all of the TRT members adopt this Agreement and approve the consummation of the Merger.

(b) The execution and delivery of this Agreement by TRT does not, and theconsummation of the Merger will not conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any person pursuant to, (i) any provision of the TRT Governing Documents, (ii) any Contract of TRT or any Contract applicable to any of its assets or (iii) any applicable law.

(c) No consent, approval, order or authorization of, or registration, declarationor filing with, or notice to, any governmental entity or any other Person is required by or with respect to TRT in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Certificate of Merger, as provided in

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Section 2.2, and (ii) the TRT Member Approval.

5.3 Financial Statements; No Undisclosed Liabilities.

(a) TRT has delivered to TSE unaudited financial statements for Fiscal Yearsended June 30, 2020 and June 30, 2021 (collectively, the “TRT Financial Statements”), consisting of the balance sheet of TRT and the related statement of income and retained earnings and cash flow for the Fiscal Years then ended. The TRT Financial Statements have been prepared on a cash basis applied on a consistent basis throughout the period involved. The TRT Financial Statements are based on the books and records of TRT, and fairly present in all material respects the financial condition of TRT as of the respective dates they were prepared and the results of the operations of TRT for the periods indicated.

(b) TRT has no Liabilities other than (i) those set forth or adequately providedfor in the balance sheet included in the TRT Financial Statements, (ii) those incurred in the conduct of TRT’s operations in the ordinary course consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of applicable Law and (iii) those incurred by TRT in connection with the execution of this Agreement. Except for Liabilities reflected in the TRT Financial Statements, TRT has no off-balance sheet liability of any nature to any third parties or entities.

(c) Schedule 5.3(c) of the TRT Disclosure Schedule sets forth a true, correctand complete list of all TRT Indebtedness, including, for each item of TRT Indebtedness, the agreement governing the TRT Indebtedness and the interest rate, maturity date, any assets securing such TRT Indebtedness and any prepayment or other penalties payable in connection with the repayment of such TRT Indebtedness at the Closing.

(d) Schedule 5.3(d) of the TRT Disclosure Schedule sets forth the names andlocations of all banks and other financial institutions at which TRT maintains accounts and the names of all Persons authorized to make withdrawals therefrom.

5.4 Absence of Changes. Since the June 30, 2021, (i) TRT has conducted its operations in the ordinary course of business consistent with past practice and (ii) there has not occurred any event that is materially adverse to the business, operations or assets of TRT, and (iii) TRT has not done, caused or permitted any action that would constitute a breach of Section 6.1 if such action were taken, without the written consent of TSE, during the Interim Period.

5.5 Litigation. There are no Actions to which TRT is a party pending before any Governmental Authority, or, to the knowledge of TRT, threatened against TRT or any of its assets or any of its trustees, officers or employees (in their capacities as such or relating to their employment, services or relationship with TRT), and, to the knowledge of TRT, there is not any reasonable basis for any such Action.

5.6 Compliance with Laws; Governmental Permits.

(a) TRT has complied in all material respects with, is not in violation in anymaterial respect of, and has not received any notices of violation with respect to, applicable law.

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(b) TRT has obtained each material federal, state, county, local or foreignconsent, license, permit, grant or other authorization of a Governmental Authority that is required for the conduct of TRT’s operations (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “TRT Authorizations”), and all of the TRT Authorizations are in full force and effect. TRT has not received any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of any TRT Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any TRT Authorization. TRT has materially complied with all of the terms of the TRT Authorizations and none of the TRT Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Merger.

5.7 Title to, Condition and Sufficiency of Assets; Real Property.

(a) TRT has good and marketable title to, or valid leasehold interest in all of itsproperties, and interests in properties and assets, real and personal, reflected on the TRT Financial Statements, or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford TRT valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Liens.

(b) To TRT’s knowledge, the assets and properties owned and leased by TRTconstitute all of the assets and properties that are used in the conduct of TRT’s operations.

(c) On August 6, 2021, TRT sold the real property located at 15 Mohawk Drive,Marlboro, New Jersey 07746 (the “Marlboro Property”) to The Church In Marlboro pursuant to a certain Agreement for Sale of Real Estate, a true and complete copy of which has been provided to TSE. At the closing of the sale of the Marlboro Property, TRT fully satisfied all obligations owed by it on the mortgage that was recorded against the Marlboro Property. TRT covenants and agrees that the proceeds of the sale have been used, and will prior to the Closing be used, in accordance with Exhibit C attached hereto. A true, complete and correct copy of the closing statement for the sale of the Marlboro Property has been delivered to TSE. TRT does not own, occupy, lease or otherwise utilize any real property.

5.8 Intellectual Property. Section 5.8 of the TRT Disclosure Schedule contains a complete and correct list and accurate summary description of all Intellectual Property owned or otherwise used by TRT (excluding off-the-shelf software licenses). TRT has not infringed or is infringing, nor has TRT contributed to or is contributing to the infringement of, any copyrights, trademarks, trade names, logos, inventions, discoveries, trade secrets, processes, know-how, or any applications or registrations relating thereto, owned by another Person and not licensed to TRT. There are no pending or threatened actions against TRT for infringement of any such Intellectual Property.

5.9 Taxes. TRT is a 501(c)(3) organization recognized by the IRS and such status has not been challenged or revoked. Except as disclosed in Section 5.9 of the TRT Disclosure Schedule, TRT has duly filed all federal, state and local Tax Returns and/or informational returns which are required to be filed by it and has paid all Taxes, if any, which are shown thereon to be due and all other Taxes imposed by law upon it or any of its properties, assets, income, receipts, payrolls, transactions, capital, worth or franchises which have become due and payable. There is

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no pending audit or other official inquiry asserted against TRT. No tax liens have been filed and neither the IRS nor any other Governmental Authority is now asserting or threatening to assert against TRT any deficiency or claim for additional Taxes. Except as provided in Section 5.9 of the TRT Disclosure Schedule, no Tax Return of TRT is currently under audit by the Internal Revenue Service or by the Governmental Authorities of any other jurisdiction.

5.10 Material Contracts. Schedule 5.10 of the TRT Disclosure Schedule contains a complete and correct list as of the date hereof of all Contracts of the following types to which TRT is a party or by which TRT or its properties are bound as of the date hereof: (a) mortgages, indentures, security agreements, letters of credit, loan agreements and other agreements and instruments relating to the borrowing of money, extension of credit or to Indebtedness; (b) employment, consulting, and severance agreements; (c) bonus, compensation, pension, retirement, deferred compensation or other plans, trusts or funds for the benefit of employees, officers, agents and directors (whether or not legally binding); (d) licenses of Intellectual Property (excluding off-the-shelf software licenses); (e) Contracts pertaining to capital expenditures in excess of $1,000 for any single project; (f) Contracts which in involve payments or receipts of more than $1,000, (g) Contracts pertaining to the ownership, purchase, sale, lease, sublease, license, use or occupancyof real property, or (h) Contracts that are otherwise material to TRT or its assets or operations.TRT has delivered to TSE complete and correct copies of all such Contracts that are in writtenform (together with all amendments thereto), and accurate descriptions of all oral Contracts. SuchContracts are in full force and effect and, except as disclosed in Section 5.10 of the TRT DisclosureSchedule, there does not exist thereunder any default or event or condition or course of dealingwhich, after notice or lapse of time or both, would constitute a default thereunder on the part ofTRT or, to TRT’s knowledge, any other party thereto.

5.11 Insurance. Section 5.11 of the TRT Disclosure Schedule contains a complete and correct list and accurate summary description of all insurance policies maintained by TRT. TRT has delivered to TSE complete and correct copies of all such policies together with all riders and amendments thereto. Such policies are in full force and effect, and all premiums due thereon have been paid. TRT has complied in all respects with the terms and provisions of such policies.

5.12 Employees, Labor Matters, etc. Section 5.12 of the TRT Disclosure Schedule contains a complete and correct list of the names of all trustees, officers and salaried employees of TRT. There are no collective bargaining agreements. All pension, retirement or other plan of deferred compensation, any medical, dental or other health benefit plans, any life insurance, disability insurance or accident insurance plan, any severance plan, policy or arrangement, or any other employee benefit plan within the meaning of Section 3(3) of ERISA to which TRT contributes or in connection with which TRT is or could become liable for contributions, or under which employees of TRT participate or have a right to receive benefits is listed on Schedule 5.12 of the TRT Disclosure Schedule.

5.13 CARES Act. Except as set forth on Section 5.13 of the TRT Disclosure Schedule, TRT has not participated in any of the CARES Act relief funding programs, including the Paycheck Protection Program, or any similar funding issued under the Small Business Administration (SBA) Economic Injury Disaster Loan program.

5.14 Representations Complete. To TRT’s knowledge, none of the representations or

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warranties made by TRT herein or in any exhibit or schedule hereto, including the TRT Disclosure Schedule, or in any certificate delivered by TRT pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

ARTICLE VI INTERIM PERIOD

6.1 Conduct of TRT Operations During Interim Period. During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by TSE (which consent shall not be unreasonably withheld, conditioned or delayed), TRT shall conduct its operations in the ordinary course of business consistent with past practice. Without limiting the foregoing, during the Interim Period, TRT shall: (a) preserve and maintain all of its licenses and permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (e) perform all of its obligations under all Contracts relating to or affecting its properties, assets or operations; (f) maintain its books and records in accordance with past practice; and (g) comply in all material respects with all applicable Laws. During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by TSE (which consent shall not be unreasonably withheld, conditioned or delayed), TRT shall not: (u) enter into any Contracts, (v) incur any Indebtedness, (w) make any payment or incur any Liability outside the ordinary course of business, (x) incur any Liabilities (other than those that will be fully satisfied prior to Closing and other than fees of attorneys and other professionals incurred in in preparation for the Merger) which in the aggregate exceeds $10,000, (y) retain or hire any new employees or independent contractors or terminate any employees or independent contractors or modify the terms by which any employees or independent contractors are employed or engaged by TRT, or (z) purport to bind TSE to any obligation or make any statement on behalf of TSE.

6.2 Services During Interim Period.

(a) Interim Services: During the Interim Period, TSE will make available toTRT’s members religious and community services customarily provided by a Reform synagogue, including, but not limited to, the following (the “Interim Services”):

(i) Worship Services;(ii) High Holidays;(iii) B’nai Mitzvah;(iv) Religious School;(v) Life Cycle Events;(vi) Clergy, including pastoral services;(vii) Youth Groups; and(viii) Auxiliaries (Men’s Club, Sisterhood, etc.).

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(b) Service Fee. During the Interim Period, in consideration for TSE’sperformance of the Interim Services, TRT will pay TSE a fee of $12,500.00 per month on or before the last calendar day of each month in which Interim Services are rendered (the “Interim Fee”). The Interim Fee shall be pro-rated (on a per diem basis) for any partial months during the Interim Period. On the Merger Date or on termination of this Agreement (as applicable), TRT will make a final payment of the Interim Fee for the month in which the Merger Date or termination occurs.

(c) DISCLAIMER. THE INTERIM SERVICES ARE PROVIDED ON AN“AS-IS” “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. TSE HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS REGARDING THE INTERIM SERVICES. IN NO EVENT SHALL TSE HAVE ANY LIABILITY OR OBLIGATION TO TRT WITH REGARDS TO ANY INTERIM SERVICES OR WITH REGARD TO ANY LOSS OR INJURY RESULTING FROM ANY INTERIM SERVICES, EXCEPT TO THE EXTENT CAUSED SOLELY AND DIRECTLY AS A RESULT OF THE WILLFUL MISCONDUCT OF ANY TSE EMPLOYEE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL TSE’S AGGREGATE LIABILITY TO TRT OR ITS MEMBERS OR TRUSTEES OR ANY OTHER PERSON ARISING OUT OF THE INTERIM SERVICES OR OUT OF THE USE OF ANY TSE FACILITY OR PROPERTY DURING THE INTERIM PERIOD OR OUT OF ANY OTHER ACTIVITY OCCURRING DURING THE INTERIM PERIOD EXCEED ANY AVAILABLE INSURANCE PROCEEDS ACTUALLY PAID AS A RESULT THEREOF.

6.3 Governance During Interim Period.

(a) The TRT Board may appoint five members of TRT to attend TSE Boardmeetings as non-voting members during the Interim Period (the “Interim Trustees”). The Interim Trustees will not be considered to be part of the quorum for these meetings and will not have a vote on any matters considered by the TSE Board.

(b) Should a vacancy occur among the Interim Trustees, the remaining InterimTrustees shall designate a member of TRT’s Board to fill the vacancy as they may decide.

(c) One of the Interim Trustees, selected by the TRT Board, may attend theTSE Officers’ meeting (the “Interim Officer”). The Interim Officer shall interface with the TRT appointed Transition Team (defined below) as well as with the TRT Board.

(d) Subject to the TSE Governing Documents, any TRT Heritage Member mayparticipate in any committee of TSE in a non-voting capacity.

(e) The President of TSE and the President of TRT will each appoint aTransition Team (each a “Transition Team” and collectively, the “Transition Teams”) to address transition-related issues that may arise during the Interim Period and Transition Period in consultation with the TSE Board and TRT Board. The two Transition Teams shall work together, and shall work in conjunction with the TSE Board and the TRT Board.

(f) The TSE Board, in coordination with Rabbi Melinda Panken, Senior Rabbiof TSE, will determine the need for additional rabbinical support. If they determine there is a need for additional rabbinical support, the President of TSE will appoint an Associate/Assistant Rabbi

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Search Committee that is composed of nine Members. Five of those members shall be TSE Members, and four of those members shall be TRT Heritage Members. The President of TSE shall be an ex officio member of the committee. Rabbi Melinda Panken shall be an ex officio member of the committee, and shall have the right to exercise final approval of any candidate.

(g) During the Interim Period, a TRT financial liaison shall work with theTreasurer of TSE in an advisory capacity.

(h) During the Interim Period, TSE’s president is strongly encouraged toappoint TRT Heritage Members as Co-Chairs or Chairs for each committee. Committee Co-Chairs from TSE and TRT are encouraged to work collaboratively to facilitate the integration process. TRT Heritage Members may participate in individual committees in a Co-Chair capacity, but shall not serve on the TSE Board.

6.4 Operations During Interim Period.

(a) TSE agrees that, from the date of this Agreement through the Merger Date,TSE shall, except as otherwise specifically provided in this Agreement (including the Administrative Transition/Staff Plan attached as Exhibit F), continue to operate in its customary, usual and ordinary course and will use reasonable best efforts to preserve its assets and meet its ongoing obligations.

(b) TRT agrees that, from the date of this Agreement through the Merger Date,TRT shall, except as otherwise specifically provided in this Agreement, continue to operate in its customary, usual and ordinary course and will use reasonable best efforts to preserve its assets and meet its ongoing obligations.

(c) All existing and any newly formed TSE committees will continue operatingbusiness as usual during the Interim Period and Transition Periods, subject to the oversight of the TSE Board. This includes pursuing initiatives customarily supported by Reform Jewish congregations.

(d) TRT Heritage Members are encouraged to join and participate in any TSEcommittee during the Interim Period and will receive voting rights in these committees beginning on the Merger Date. During the Interim Period, the TSE President will reach out to each committee and discuss active members who would be potential candidates to chair the committee. The TSE President will appoint the committee chair or co-chairs, and will be encouraged to select co-chairs comprised of a TRT Heritage Member as well as a TSE Member, if deemed appropriate. Each committee will work amongst themselves to develop their initiatives and schedule their calendars and events. Each committee will continue to report to the TSE Board. In addition, each committee will work closely with their ex officio, who is their representative to the TSE Board and who is assigned by the TSE President.

(e) Any TSE committee that has TSE Board representation, which includesSisterhood, Men’s Club and Senior Youth, will have TSE Board representation from a TSE member who is not a TRT Heritage Member only until the end of the Transition Period. After this period, the committee will vote for their chairs and decide who sits on the TSE Board.

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(f) At the end of the Interim Period, immediately prior to the Merger Date, TRTshall terminate the employment of remaining non-contractual employees of TRT (with the sole exception of Brian Burstein) and shall fulfill all of its financial obligations to such employees, including any severance payments. TSE will employ non-contractual employees of TRT to the extent specified in the Administrative Transition/Staff Plan attached as Exhibit F. Contracts for the TRT Cantor, Educator, B’nai Mitzvah Tutors, and Rabbi Emeritus shall not be required to be terminated prior to the Merger Date and shall continue to be performed by the Surviving Entity through the termination date of those contracts.

(g) During the Interim Period, TSE and TRT shall each collect donations intheir own separate accounts.

(h) As of the Merger Date, all restricted fund donations will become part ofTSE. The restricted funds from both congregations will be consolidated and the Surviving Entity will work to streamline the list of available funds.

6.5 Ritual/Worship/Clergy During Interim Period

(a) The present clergy of TSE shall be the clergy of TSE and TRT, subject toexisting agreements and subject to future action of the TSE Board in conjunction with the TRT Board. It is understood that Rabbi Melinda Panken will be negotiating a contract with the TSE Board. Cantor Paul Henry (Wally) Schachet-Briskin will continue to be the Cantor of TSE. In addition, Cantor Lisa Levine will be retained from July 1, 2021 through June 30, 2022, and will work in conjunction with the clergy of TSE. Cantor Levine’s duties shall be determined by Rabbi Melinda Panken. Such duties shall include worship, B’nai Mitzvah, and pastoral responsibilities, and are intended to facilitate the transition and integration process following the merger. All clergy shall work together to incorporate some of the ritual customs and practices of TRT with those of TSE, including melodies of prayers and songs. The clergy shall seek the counsel of the integrated Ritual Committee of TSE, as well as the Transition Committee. It is understood and agreed that the pulpit decisions are ultimately those of the clergy of TSE.

(b) It is recognized that there are differences in ritual-related operationsbetween TSE and TRT that will need to be considered, including, but not limited to, ushering practices, other B’nai Mitzvah duties, assigning B’nai Mitzvah dates, High Holiday ticket policies, and other ritual questions. As they arise, such questions will be addressed by the Ritual Committee, which will contain members from both TSE and TRT during the Interim Period. Existing TSE policies are assumed to remain in place for the integrated congregation, unless explicitly identified.

6.6 Reasonable Best Efforts. Each party hereto shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article III. During the Interim Period, each party agrees to promptly notify the other of any occurrence that would reasonably be expected to affect the accuracy of any representation or warranty of such party set forth in this Agreement.

6.7 Public Disclosure. During the Interim Period, except as may otherwise be required by applicable Law (based upon the reasonable advice of counsel), neither party to this Agreement

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shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

ARTICLE VII TRANSITION PERIOD

7.1 Transition Governance

(a) During the Transition Period, the number of members of the TSE Board tobe elected directly shall be increased by five (5), from eleven (11) to sixteen (16). Upon the expiration of the Transition Period, the number of members of the TSE Board shall revert to eleven (11). TSE and TRT acknowledge and agree that the increase in number of members of the TSE Board shall require an amendment to the TSE Governing Documents and further agree that reasonable efforts will be made to cause the TSE Governing Documents to be so amended (subject to obtaining requisite approval).

(b) The five (5) members increased above, called “Transition Trustees,” shallbe appointed by the TRT Board prior to the Merger Date and shall serve until the end of the Transition Period, with all rights and responsibilities as described in the TSE Governing Documents.

(c) The President of the TRT Board shall select one of the Transition Trusteesto attend the Officers’ meetings of TSE (such Transition Trustee, the “Transition Officer”). The Transition Officer shall interface with the Transition Teams and raise Transition Team concerns at Officers’ meetings of TSE as may be necessary and appropriate.

(d) Should a vacancy occur among the Transition Trustees after the MergerDate, the remaining Transition Trustees shall fill the vacancy as they may decide.

(e) During the Transition Period, any TRT Heritage Member may participatein any TSE committee with full voting rights in accordance with the TSE Governing Documents.

(f) In anticipation of the 2024 Board election, at least one member of theNominating Committee, as defined in the TSE Governing Documents shall be a TRT Heritage Member who is in good standing at TSE.

(g) All Past Presidents of TRT shall be deemed to be Past Presidents of TSE,but no Past President of TRT shall be deemed to be an Immediate Past President of TSE.

(h) Beginning with the election for the year 2023/2024, TRT Heritage Memberscan run for TSE Officer or Trustee positions in accordance with the TSE Governing Documents.

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7.2 Membership and Dues

(a) At Closing, all TRT Heritage Members shall become members of TSE, withall of the benefits and obligations of membership. Within 120 days following Closing, TRT Heritage Members shall be required to complete certain forms and comply with certain additional obligations consistent with the TSE Constitution and By Laws in order to maintain their membership in TSE. A former TRT member who is not a TRT Heritage Member shall be required to take additional steps in order to become a TSE Member following Closing.

(b) TRT membership categories will continue to be used for TRT HeritageMembers during the Interim Period and Transition Period.

(c) From July 1, 2021 – June 30, 2022, TRT Heritage Members’ dues to TSEshall be equal to 50% of the dues prescribed for their TRT membership categories. From July 1, 2022 to June 30, 2023, TRT Heritage Members’ dues to TSE shall be equal to 75% of the dues prescribed for their TRT membership categories. The foregoing structure applies to all TRT membership categories identified in TRT’s Dues Structure (a copy of which is attached as Exhibit D), except for: (i) L’Dor V’Dor Members and Associate Members, who shall pay 100% of the dues prescribed for their TRT membership categories to TSE, and (ii) TRT Heritage Members subject to TRT-defined Special Circumstances, who shall pay the lesser of their agreed-upon dues or the applicable rate for their membership structure under the above structure.

(d) Upon the termination of the Transition Period, TRT Heritage Members shallpay full TSE dues in accordance with their corresponding TSE membership categories. A copy of TSE’s Dues Structure as of the Agreement Date is attached as Exhibit E.

(e) During the Transition Period, TRT Heritage Members and TSE Membersshall be equally obligated to pay any special assessment approved by the TSE Board.

(f) TRT Heritage Members who have satisfied their TRT Building Fundobligations, or who have paid at least $2,500.00 towards TRT’s Building Fund, shall be deemed to have satisfied their Building Fund obligations to TSE. Any TRT Heritage Members who have not satisfied their TRT Building Fund obligations (as set forth in TRT’s By-Laws on the Agreement Date), or who have not paid at least $2,500.00 towards TRT’s Building Fund, shall pay the balance of the amount due to TSE (up to $2,500.00) in accordance with the TSE Governing Documents.

(g) During the Interim Period and Transition Period, TRT Heritage Members(with the exception of those subject to TRT-defined Special Circumstances) will pay full religious school tuition at TRT’s rates as of the Agreement Date.

(h) During the Interim Period and the Transition Period, TRT HeritageMembers shall be entitled to apply for dues accommodation in accordance with the standard policies and procedures of TSE, and such applications shall be considered on the same basis as all other members of TSE. During the Transition Period, the Special Arrangements Committee of TSE shall consist of three members, one of whom shall be a TRT Heritage Member appointed by the Interim Officer.

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(i) Any TRT Heritage Member who has commenced paying the TRT B’naiMitzvah fee, and has already paid at least $250.00 toward this fee as of the Agreement Date but has not paid the full $1,000 TRT B’nai Mitzvah fee, will be deemed to have satisfied the TSE B’nai Mitzvah fee upon payment of the balance of the $1,000 TRT B’nai Mitzvah fee. Any TRT Heritage Members who has not commenced paying the TRT B’nai Mitzvah fee, or who has not already paid at least $250.00 toward this fee as of the Agreement Date, will be required to pay the full $1,200 TSE B’nai Mitzvah fee (less any amount previously paid towards the TRT B’nai Mitzvah Fee).

7.3 Treatment of Sacred Items.

(a) The Torah scrolls owned by TRT, including, but not limited to, all covers,crowns, breastplates, and pointers, shall be kept and maintained by TSE, with at least one (and, if practical, more) being kept in the ark and used in ritual services of TSE as deemed appropriate by the clergy of TSE during the Interim Period. At least one TRT scroll will be utilized during the High Holiday services during the Interim Period. As of the Merger Date, the Torah scrolls will become the property of the Surviving Entity.

(b) The individual memorial plaques of TRT Heritage Members shall beinstalled in the sanctuary of TSE as part of TSE’s existing memorial wall.

(c) A committee comprised of TSE members, TRT Heritage Members and TSEclergy will be formed for the purpose of determining and finalizing the details of the matters with respect to the memorial plaques and other sacred items, as well as other items that TRT has identified as being important to the legacy of the TRT congregation (the “Design Committee”). The Design Committee shall use its best efforts to resolve such matters prior to the meetings of the members of the congregations called for the purpose of approving this Agreement.

(d) At the sole discretion of the clergy, all other serviceable ritual items ownedby TRT shall be kept, maintained and insured (as appropriate) by TSE and, together with the ritual items owned by TSE, used by TSE in its ritual practice. In addition, following the Merger, a plaque will be mounted in the front foyer of TSE that shall recognize the historical context of the Merger and the contribution of TRT to the vitality of TSE.

(e) At the sole discretion of the TSE Board and the Design Committee, all otherrecords, memorabilia and artifacts of TRT, to be organized by TRT members and staff prior to the Merger, shall be kept and maintained by TSE.

7.4 High Holidays. For the 2021 and 2022 High Holidays, TRT Heritage Members can request tickets at no cost for their children who were born after December 31, 1985. Thereafter, TSE High Holiday tickets are available to purchase in accordance with the TSE Governing Documents.

7.5 Ritual/Worship/Clergy. The present clergy of TSE shall be the clergy of the Surviving Entity, subject to existing agreements and subject to future action of the TSE Board. It is anticipated that Cantor Lisa Levine will continue to be employed through June 30, 2022, and will continue to work in conjunction with the clergy of TSE. Cantor Levine’s duties shall be determined by Rabbi Melinda Panken. Such duties shall include worship, B’nai Mitzvah, and

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pastoral responsibilities, and are intended to facilitate the transition and integration process following the merger. All clergy shall continue to work together to incorporate some of the ritual customs and practices of TRT with those of TSE, including melodies of prayers and songs. The clergy shall seek the counsel of the Ritual Committee of TSE, as well as the Transition Committee. It is understood and agreed that the pulpit decisions are ultimately that of the clergy of TSE.

7.6 Religious School and Youth, and B’nai Mitzvah

(a) The Religious School of TSE will continue to operate under the leadershipof Melissa Pescatore as the Director of Religious Education. Additional classes shall be formed as needed to accommodate all students. TRT Heritage Members shall have equal rights with TSE member families to select Religious School programs and days of attendance. The Religious School of TSE will continue its best efforts to accommodate the needs of all students and member families, including those with special needs.

(b) TRT’s contract with David Gronlund-Jacob (“DGJ”) will be honored forthe 2021-2022 fiscal year. During the Interim Period, DGJ will continue to be employed by TRT until the Merger Date, at which point he will become an employee of the Surviving Entity. DGJ will act as Director of Family and Special Programs in the Religious School of TSE, but will not be limited to that role.

(c) Religious School registration will be handled by TSE and notification willbe sent to all current TRT religious school families.

(d) All TRT Religious School teachers will be invited to apply for positions atthe Religious School of TSE, with no guarantee of employment.

(e) All TRT Heritage Member students will have the opportunity to participatein the age-appropriate youth programs offered at TSE.

(f) The program director(s) will continue to be TSE employees who are theyouth directors (currently Robin Gitlitz, Stacy Feingertz and Suzanne Wycoff).

(g) All 2021/2022 TRT Heritage Member B’nai Mitzvah students will continueto follow the TRT B’nai Mitzvah service, with the exception of TRT students who are joining with a TSE student to lead a shared service.

(h) Marilyn Beutel and Brian Burstein will be retained as B’nai Mitzvah tutorsfor the 2021-2022 fiscal year to work exclusively with the TRT B’nai Mitzvah students.

(i) TSE staff will work with TRT Heritage Member B’nai Mitzvah familieswith existing dates to integrate them into the TSE B’nai Mitzvah calendar.

ARTICLE VIII TERMINATION

8.1 Termination. At any time prior to the Closing, this Agreement may be terminated (and the Merger abandoned) as follows:

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(a) by the mutual written consent of the TSE and TRT;

(b) by either TRT or TSE if the Member Approvals have not been obtainedprior to November 1, 2021 or such later date as may be agreed upon in writing by TRT and TSE;

(c) by either TRT or TSE if the Closing has not occurred on or before December1, 2021 or such later date as may be agreed upon in writing by TRT and TSE;

(d) by TRT, by written notice to TSE, if there shall have been a materialinaccuracy in any representation or warranty made by, or a material breach of any covenant, agreement or obligation of, TSE herein and such inaccuracy or breach shall not have been cured within 20 Business Days after receipt by TSE of written notice of such inaccuracy or breach; or

(e) by TSE, by written notice to TRT, if there shall have been a materialinaccuracy in any representation or warranty made by, or a material breach of any covenant, agreement or obligation of, TRT herein and such inaccuracy or breach shall not have been cured within 20 Business Days after receipt by TRT of written notice of such inaccuracy or breach.

8.2 Effect of Termination. Upon termination of this Agreement, (a) TSE shall cease to provide Interim Services to TRT and (b) TSE and TRT shall take prompt steps to unwind any steps taken to combine the congregations and their respective assets, congregants, governing bodies and operations. TSE and TRT shall each use commercially reasonable efforts to cause such unwinding to be conducted in an orderly and cooperative manner that avoids unnecessary disruption to either congregation. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of TSE or TRT or their respective officers, trustees, directors or members; provided that nothing herein shall relieve any party hereto from liability in connection with any fraud, intentional misrepresentation, or a willful breach of any covenant, agreement or obligation of, such party herein.

ARTICLE IX GENERAL PROVISIONS

9.1 Indemnification. In the event that any representation or warranty of TRT contained herein or in any document provided hereunder is not true and correct in all material respects or in the event that TRT breaches any of its obligations hereunder, and, following the Closing, TSE incurs or suffers any loss, Liability or expense as a result, TSE shall be permitted to satisfy such loss, Liability or expense out of any unrestricted funds of TRT (notwithstanding anything to the contrary contained herein or in any Exhibit to this Agreement).

9.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications provided pursuant to this Agreement (excluding those provided pursuant to Article VI and Article VII hereof) shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) one Business Day after being

01552741.DOCX Ver: 4 24

sent by nationally recognized overnight courier; (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent prior to 5:00 PM EST on a Business Day, and, otherwise, on the next Business Day after sending; or (d) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

a) Addressees:

If to TSE, to:

with a copy to:

Saiber LLC 18 Columbia Turnpike, Suite 200 Florham Park, New Jersey 07932-2266 Attention: Ami Foger, Esq.

if to TRT, to:

with a copy to:

McCusker Anselmi Rosen & Carvelli, PC 210 Park Avenue, Suite 301 Florham Park, New Jersey 07932 Attention: Bruce I Goldstein, Esq.

9.3 Further Assurances. TSE and TRT shall use all reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Merger. Without limiting the generally of the foregoing, each party to this Agreement shall make any filings and give any notices required to be made and given by such party in connection with the Merger. Each party, at the reasonable request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. At and after the Closing, the officers and trustees of the Surviving Entity shall be authorized to execute and deliver, in the name and behalf of TRT, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of TRT, any other actions and things to vest, perfect or confirm of record or otherwise in

01552741.DOCX Ver: 4 25

the Surviving Entity any and all right, title and interest in, to and under any of the rights, properties or assets of TRT acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Merger.

9.4 Expenses. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense.

9.5 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

9.6 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Signatures delivered by electronic methods shall have the same effect as signatures delivered in person.

9.7 Entire Agreement. This Agreement (together with the recitals, Exhibits, Disclosure Schedules and the agreements and certificates to be delivered hereunder) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the recitals, Exhibits, Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules) or ancillary documents delivered hereunder, the statements in the body of this Agreement will control.

9.8 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

01552741.DOCX Ver: 4 26

9.9 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 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 as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey, without regard applicable principles of conflicts of law.

9.11 Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the Federal Courts of the United States of America or the Courts of the State of New Jersey in each case located in New Jersey, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

9.12 JURY WAIVER. 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.13 Amendment; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by TRT and TSE at any time prior to the Closing; provided, however, that after the Member Approvals are obtained, there shall be no amendment or waiver that, pursuant to applicable Law, requires further approvals, without the receipt of such further approvals. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived by the other party only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

01552741.DOCX Ver: 4 27

9.14 Rights of Third Parties. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[Remainder of page intentionally left blank.]

01552741.DOCX Ver: 4 28

IN WITNESS WHEREOF, TSE and TRT have caused this Agreement to be executed and delivered as of the Agreement Date.

TEMPLE SHAARI EMETH

By: Name: Title:

TEMPLE RODEPH TORAH

By: Name: Title:

01558827.DOC

CERTIFICATE OF MERGER

OF

TEMPLE RODEPH TORAH, a New Jersey non-profit corporation

INTO

TEMPLE SHAARI EMETH, a New Jersey non-profit corporation

TO: Department of the Treasury Division of Revenue State of New Jersey

Pursuant to the provisions of Sections 15A:10-1 to –11 of the New Jersey Nonprofit Corporation Act (the “Act”), the undersigned corporations hereby execute the following Certificate of Merger:

ARTICLE ONE

In the manner prescribed by Section 15A:10-5 of the Act, TEMPLE RODEPH TORAH, a New Jersey nonprofit corporation (Entity ID Number 0100127599) (the “Constituent Corporation”), shall be merged with and into TEMPLE SHAARI EMETH, a New Jersey nonprofit corporation (Entity ID Number 0900061142) (the “Surviving Corporation”). Upon the filing of this Certificate of Merger with the New Jersey Division of Revenue & Enterprise Services, the Constituent Corporation will cease to exist separately, and will be merged with and into, the Surviving Corporation (the “Merger”) in accordance with the Agreement of Merger, dated as of __________ ___, 2021, by and among the Constituent Corporation and the Surviving Corporation (the “Merger Agreement”), which sets forth the terms and conditions of the Merger.

ARTICLE TWO

Attached hereto as Exhibit A and made a part hereof is the Plan of Merger (the “Plan of Merger”) which was approved by the Members of both the Constituent Corporation and the Surviving Corporation in the manner prescribed by Section 15A:10-4 of the Act on _______ ____, 2021 and __________ ____, 2021, respectively. A copy of the Merger Agreement shall also be kept on file at the Surviving Corporation’s business offices, located at 400 Craig Road, Manalapan, NJ 07726.

01558827.DOC

ARTICLE THREE

The number of members of the Constituent Corporation, and the number of members of the Constituent Corporation voting for and against the Merger, respectively, are as follows. There is one class of members entitled to vote.

Name of Corporation

Number of Members Entitled to Vote

Members Voting For Merger

Members Voting Against Merger

Temple Rodeph Torah

[_______] [_______] [_______]

ARTICLE FOUR The number of members of the Surviving Corporation, and the number of members of the Surviving Corporation voting for and against the Merger, respectively, are as follows. There is one class of members entitled to vote. Name of Corporation

Number of Members Entitled to Vote

Members Voting For Merger

Members Voting Against Merger

Temple Shaari Emeth

[_______] [_______] [_______]

Signatures Appear on Following Page

01558827.DOC

IN WITNESS WHEREOF, this Certificate of Merger is dated as of the ____ day of ____________, 2021. TEMPLE RODEPH TORAH By:_____________________________ Name: Title:

TEMPLE SHAARI EMETH By:_____________________________ Name: Title:

01558827.DOC

EXHIBIT A

PLAN OF MERGER

01558839.DOC

PLAN OF MERGER

THIS PLAN OF MERGER (hereinafter called the “Plan of Merger”) dated as of ______

______, 2021, is by and between TEMPLE RODEPH TORAH, a New Jersey non-profit

corporation (the “Constituent Corporation”), and TEMPLE SHAARI EMETH, a New Jersey

non-profit corporation (the “Surviving Corporation”).

W I T N E S S E T H :

WHEREAS, the Board of Trustees of the Constituent Corporation and the Board of

Trustees of the Surviving Corporation entered in a certain Agreement of Merger, dated as of

________ ___, 2021, by and among the Constituent Corporation and the Surviving Corporation

(the “Merger Agreement”);

WHEREAS, the membership of the Constituent Corporation, at a duly called

congregational meeting, approved the terms and conditions of the Merger Agreement; and

WHEREAS, the membership of the Surviving Corporation, at a duly called

congregational meeting, approved the terms and conditions of the Merger Agreement; and

WHEREAS, the members of the Constituent Corporation and the Surviving Corporation

deem it desirable to join together to establish a single Reform Jewish Congregation by merging

the Constituent Corporation with and into the Surviving Corporation, in accordance with the

New Jersey Nonprofit Corporation Act (the “Act”); and

WHEREAS, the boards of trustees and the members of both the Constituent Corporation

and the Surviving Corporation have reviewed and authorized the execution and delivery of this

Plan of Merger and the consummation of the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises and mutual agreements,

provisions, covenants and grants herein contained, the parties agree as follows:

ARTICLE ONE

The Constituent Corporation shall be merged with and into the Surviving Corporation in

accordance with the Act, and the terms and provisions of the Merger Agreement (the “Merger”),

as summarized in this Plan of Merger. Upon the Merger Date of the Merger, all the properties,

rights, privileges, powers and franchises of the Constituent Corporation shall vest in the

01558839.DOC

2

Surviving Corporation, and all debts, liabilities and duties of the Constituent Corporation shall

become the debts, liabilities and duties of the Surviving Corporation.

ARTICLE TWO

The Merger shall be effective upon the filing of the Certificate of Merger to be filed with

the Department of Treasury, Division of Revenue of the State of New Jersey (the “Merger

Date”).

ARTICLE THREE

Upon the consummation of the Merger, the certificate of incorporation of Temple Shaari

Emeth as in effect immediately prior to the Merger Date shall be the certificate of incorporation

of the Surviving Corporation (the “Certificate of Incorporation”) until thereafter amended in

accordance with the terms thereof or as provided by the Act, and the By-laws of Temple Shaari

Emeth as in effect immediately prior to the Merger Date shall be the By-laws of the Surviving

Corporation until thereafter amended in accordance with the terms thereof, the Certificate of

Incorporation of the Surviving Corporation or as provided by the Act.

ARTICLE FOUR

Upon the consummation of the Merger, the trustees and officers of Temple Shaari Emeth

immediately prior to the Merger Date shall be the trustees and officers of the Surviving Entity

Each such trustee and officer shall, subject to the provisions of Article VI and Article VII of the

Merger Agreement and to the provisions of the Temple Shaari Emeth By-Laws, serve in such

capacity until his or her successor is duly elected or appointed and qualified or until his or her

earlier resignation, removal or death.

ARTICLE FIVE

After the Merger Date, the Board of Trustees of the Surviving Corporation shall be

responsible for all operations of the Surviving Corporation. As of the Merger Date, the financial

and other assets, including all real property, personal property, funds, bank accounts and other

assets, of the Constituent Corporation and the Surviving Corporation shall be deemed owned by

the Surviving Corporation and all liabilities of the Constituent Corporation shall be assumed by

the Surviving Corporation.

01558839.DOC

3

ARTICLE SIX

Upon the consummation of the Merger, members of Temple Rodeph Torah that are in

good standing as of the Merger Date (e.g., is not in arrears in payment of full financial

obligations by more than sixty days) and members of Temple Shaari Emeth shall become and be

considered members of the Surviving Corporation, subject to the provisions of the Surviving

Corporation’s By-Laws.

ARTICLE SEVEN

This Plan of Merger may be terminated and abandoned at any time before the Merger

Date in accordance with the Merger Agreement.

ARTICLE EIGHT

This Merger Agreement, as executed, is on file at a place of business of the Surviving

Corporation, which is: 400 Craig Road, Manalapan, NJ 07726. In the event of any conflict or

inconsistency between any of the terms contained in this Plan of Merger and any terms contained

in the Merger Agreement, the terms of the Merger Agreement shall prevail and the inconsistent

term contained in this Plan of Merger shall be disregarded.

Signatures appear on following page

01558839.DOC

4

IN WITNESS WHEREOF, the respective parties have caused this Plan of Merger to be

executed as of the day and year first above written.

TEMPLE RODEPH TORAH By:_____________________________ Name: Title:

TEMPLE SHAARI EMETH By:_____________________________ Name: Title:

1

Version 8 July 2021 (Rev) Use of Temple Rodeph Torah Building Net Sale Proceeds Temple Rodeph Torah Building Net Sale Proceeds (“NSP”) is defined as the sale proceeds minus:

• The outstanding mortgage balance; • Legal, closing, and fee costs; • Commissions; • Repairs to the building required to complete the sale, and; • Moving and installation and related costs of TRT legacy items.

Unrestricted Funds from TRT (“TRT UF”) is defined as the balance of unrestricted funds at TRT General Funds minus any outstanding liabilities from TRT at the time of the merger. Unrestricted Funds from TRT General Funds do not include funds raised for the 2021 President’s High Holiday appeal. The 2021 President’s High Holiday Appeal will be transferred to the TSE Unrestricted Funds. Establishment of a TSE Unrestricted Fund Balance There will be a transfer of $191,000 of the NSP and TRT UF to TSE Unrestricted Funds. The transfer to the TSE Unrestricted Funds will be $191,000. Any other surplus or deficit from the NSP or the TRT UF will be applied to the funding of building upgrades and improvements (BUI) under Section D below. There will be two installments for the transfer of the $191,000. The first installment will be $127,340 (approximately 66.67%) and will be released to the TSE Unrestricted Funds upon the completion of the merger. The second installment of $63,660 (approximately 33.33%) will be deposited into the Investment Income Fund (“DII”) under Section C and transferred to the TSE Unrestricted Funds on July 1, 2022. Establishment of a TRT Endowment/Trust Fund The funding of the TRT Endowment/Trust Fund (the “Fund”) will be developed from the NSP (defined above) plus the TRT UF at the time of the merger less the amount transferred to the TSE Unrestricted Funds. The purpose of the Fund will be to continue the legacy of TRT at TSE. The Fund will have a committee of five members, comprised of three TRT Heritage Members and two TSE members (the “Committee”). The Committee will coordinate with the TSE Finance Committee and make recommendations to the TSE Board of Trustees. The term of each member of the Committee will be two years from when the Fund is established. After that time, the Committee will be appointed as per the Constitution and By-Laws of TSE. The purpose of the Committee is to

2

oversee the Fund and approve expenditures and project financing requests. The expenditures/projects would then be referred to the Board of Trustees of TSE for final approval. The Committee would administer the Fund by recommending, determining, and/or approving expenditures for funding of the following:

A. Funding of Rock Shabbat and Rock Hashanah (RSRH)

Apply $125,000 of the Fund balance to the funding of a minimum four contemporary music guest artists at Shabbat/High Holiday services per year, for a minimum of five years, not to exceed $25,000 per year. Unspent funds would be rolled over to the next fiscal year.

B. Creation of an Electronic Kiosk (EK) Apply $15,000 of the Fund balance to create an electronic kiosk, whose location would be decided at a later date. The kiosk would display pictures and videos from TRT and TSE, representing both congregations’ history, events, and traditions. Unspent funds from the Electronic Kiosk will be applied to the funding of building upgrades and improvements under Section D below.

C. Funding to Develop Investment Income (DII) Apply $120,000 of the Fund balance toward a fund to provide interest/investment income for the future financial health of TSE. Use of the interest and investment income/loss on the fund will not be used for the first five years of the fund. After five years, the Committee will recommend to the TSE Board the use of the interest and investment income. D. Funding of Building Upgrades and Improvements (BUI) Apply 53.57% of the balance of the Fund for building upgrades and improvements, including a redesigned space to memorialize TRT’s legacy. There will also be a space (to be jointly agreed upon) named for TRT. There will be a Design Committee established by September 1, 2021, comprised of TRT Heritage Members and TSE members, to develop a recommendation and plan for the space to be presented to the Committee for recommendation to the Building and Grounds Committee and ultimately to the TSE Board of Trustees by December 31, 2021.

After a five-year period, any funds remaining from Sections B and D above would roll into Section C.

Two separate restricted fund accounts will be established for the Fund, one for Sections A, B, and D, and one for Section C. Interest and investment income/loss generated by the accounts will be part of the restricted fund accounts balance. The interest and investment income for the Fund account for Items A, B and D (above) can be recommended for use of special projects such as

3

Social Action or other Tikkun Olam projects, to be determined by the Committee with the final approval of the TSE Board of Trustees. EXAMPLE OF HOW TEMPLE PROCEEDS AND UNRESTRICTED FUNDS WILL DISTRIBUTED The establishment of the percentages for distribution to all funds in the Use of the Net Sales Proceed is based on a provisional of $751,000. Below is an example of how all funds will be distributed based on different scenarios: NSP Less than NSP Greater than Description Provisional Provisional Provisional Net Sales Proceed (NSP) $701,000 $751,000 $801,000 TSE Unrestricted Fund balance $191,000 $191,000 $191,000 NSP Distribution to Endowment $510,000 $560,000 $610,000 Difference to BUI Fund $ 50,000 $ 0 ($50,000) Provisional NSP Distribution to Endowment Fund is $560,000 and will be the basis for the allocation percentage to all funds except for the BUI Fund. The distribution to this fund will be the allocated percentage of 53.57% plus or minus the difference in the provisional NSP. Allocation to TRT Endowment Fund: NSP Less than NSP Greater than Description Allocation Provisional Provisional Provisional RSRH 22.31% $125,000 $125,000 $ 125,000 EK 2.68 % $ $ 15,000 $ 15,000 $ 15,000 BUI 53.57% $250,000 $300,000 $ 350,000 DII 21.43% $120,000 $120,000 $ 120,000 NSP Distribution to Endowment $510,000 $560,000 $610,000 Allocation of Funds Based on Provisional Balance Description TSE Unrestricted Funds TRT Endowment Funds TSE Unrestricted Fund balance $191,000 *President’s High Holiday Appeal $100,000 *Building Upgrade and Improvement $560,000 * TRT Unrestricted Funds $ 60,000 Total Distribution $291,000 $620,000 * This is a provisional estimate and may deviate from actual

Exhibit D – TRT Dues Structure

Dues & Fees Schedule - 7/1/2019 – 6/30/2021 This is the baseline for TRT dues structure before applying dues incentive

discount for the period of 7/1/2021 – 6/30/2023

MEMBERSHIP CATEGORIES

Full Family *

With children enrolled for 3rd - 12th grade in our religious school

Dues ………............. $2682 per year

Tuition ……………. see Religious School Tuition on reverse side

With no children enrolled for 3rd - 12th grade in our religious school

Dues ………………. $2862 per year

Single *

An unmarried individual (age 40 or older as of July 1st)

With children enrolled for 3rd - 12th grade in our religious school

Dues ………………. $1666 per year

Tuition …………….. see Religious School Tuition on reverse side

With no children enrolled for 3rd – 12th grade in our religious school

Dues ………………. $1762 per year

Young Family/Young Single

A single (under age 40 as of July 1st) or couple (both under age 40), with no children enrolled for

3rd – 12th grade in our religious school

Dues ……………….. $1352 per year

Senior Citizen:

Either spouse (or individual) age 70 as of July 1st with no children enrolled for 3rd – 12th grade in our

religious school

Dues (couple)………. $1682 per year

Dues (individual)…… $1352 per year

L’Dor V’Dor:

(Parents/Grandparents of current Full or Senior Members)

Dues (couple)……….. $640 per year

Dues (individual)……. $460 per year

*Building Fund ($700 per year for 10 years) applies to Full Family and

Single (age 40 and over) Membership categories

SPECIAL MEMBERSHIP PROGRAMS

New Member Incentive Program:

Full, Single or Young Family/Young Single members

For the first three years of membership, new members will pay according to the following upward

sliding scale within their appropriate membership category

1st ………………………. 40% of dues and building fund

2nd ……………………… 60% of dues and building fund

3rd .…………………….. 80% of dues and building fund

4th ……………………... 100% of dues and building fund

ASSOCIATE MEMBER:

This is a special arrangement for persons who wish to be members but reside more than 100 miles from

Temple Rodeph Torah. Certain restrictions apply. Associate Member Dues may be credited towards the

purchase of High Holiday tickets at the current non-member rates.

Dues …………………… $530 per year; billed quarterly or semi-annually

RELIGIOUS SCHOOL TUITION (per enrolled child):

Tot Shabbat ………………………………………………… Free

Mommy & Me ……………………………………………. Please inquire at the temple office

Grades K-2 …………………………………………………. $ 720 per year (non-member fee $745)

Grade 3 ……………………………………………………… $1080 per year

Grades 4-7 ………………………………………………… $1250 per year

Grades 8-9 ………………………………………………… $1030 per year

Grade 10 …………………………………………………… $1560 per year (includes trip to RAC in DC)

Grades 11-12 …………………………………………….. $ 320 per year

Bar/Bat Mitzvah Fee ………………………………….. $1000 (includes tutoring and Oneg Shabbat:

can be paid in installments starting 4th grade)

Confirmation Fee ………………………………………... $ 90

Note: All billing is distributed over 12 months

400 Craig Road ♦ Manalapan, NJ 07726 ♦ 732/462-7744 www.shaariemeth.org

2021-2022 Fiscal Year

Membership Dues (Per Person)

Annual

Per Person Monthly

Per Person Adults $1,238 $103.17 Young Family* $720 $60 Child K-10 $744 $62 Child ½ ** $372 $31 Child 11-25 $168 $14 Senior $780 $65

* The Young Family Membership rate is the only rate that applies to the entire family. Young families with no children no all children in second grade or younger are eligible. **If there are more than two children in a family, then those additional children are billed at one-half the regular rate.

Administration Transition/Staff Plan

Item Prior to Term Sheet

Approval

(Negotiation Period)

After Term Sheet Approval

(Interim Period)

Transition Period and following

If empty – Assumes full

integration

Member Database TRT Membership stays in

Chaverware (CW)

TRT Members enroll in a

special membership

category in TSE ShulCloud

(SC) to all for Religious

School (RS) Registration

Convert TRT CW database to SC

and import into SC. Train any

employees on SC as necessary.

[Approximately $2,000)

Merge previous RS registrations

with transferred records to avoid

duplication.

Account Billing/Collection TRT dues/tuition

billed/collected with no

change

TRT dues/tuition

billed/collected by TRT staff,

with incentive of 50%

discount from on standard

TRT dues beginning July 1,

2021. (per final description

in dues structure/incentive

group)

Review TRT accounts in

preparation for new dues

structure.

Dues incentive period begins for

balance of remaining incentive

months (to be changed when

incentive period is defined)

Any unpaid dues/tuition is

transferred to member accounts at

TSE.

TRT Commitments for Special

Arrangements will be honored

Administration Transition/Staff Plan

Item Prior to Term Sheet

Approval

(Negotiation Period)

After Term Sheet Approval

(Interim Period)

Transition Period and following

If empty – Assumes full

integration

TRT Employees TRT employees continue to

be paid by TRT.

Those TRT employees not

continuing past negotiation

period will be offered

separation agreements and

appropriate financial or other

consideration. Terms will

also be provided for any

employees not specified to

continue past the Interim

Period.

TSE staffing is adjusted per

revised (post-merger) staffing

plan.

Religious School TRT Members enroll

children on TSE’s

ShulCloud School

Registration Platform.

Tuition paid to TRT.

TRT Members enroll

children on TSE’s ShulCloud

School Registration

Platform. Tuition paid to

TRT.

Congregational Email

Weekly/Program Email

Death Notices

Same email goes to both

congregations (forwarded/or

import TRT list for mailing)

TRT sends out TRT Death

Notices using Constant

Contact/TSE sends out TSE

notices

Same email goes to both

congregations (forwarded/or

import TRT list for mailing)

TRT sends out TRT Death

Notices/TSE sends out TSE

notices

Administration Transition/Staff Plan

Item Prior to Term Sheet

Approval

(Negotiation Period)

After Term Sheet Approval

(Interim Period)

Transition Period and following

If empty – Assumes full

integration

Note: TSE also sends out

simcha notices

Note: Susan Goldman

For Ritual Committee:

Should we consider

encouraging Shiva calls from

both congregations to each

other’s members, during this

period? If so, need to send

notices more broadly.

Calendar Schedule all events, services,

and open meetings on the

TSE Website calendar. Any

events requiring registration

and or payment can be

accommodated as well.

Insurance Both Temples maintain and

pay for separate policies.

Get quotes for new post-

merger policy.

Cancel TRT policy after the

merger is complete.

Annual Appeal (called

Community Appeal at

TSE)

Unified campaign with

collections going to each

temple.

Funds transferred to TSE after

merger is complete.

Building Fund TRT continues to collect

member building fee, up to

a maximum of $2,500

TRT continues to collect

member building fee, up to a

maximum of $2,500

Any remaining building fee due

(up to $2,500) is transferred to

TSE account.

Bnai Mitzvah Fee

Grandfather b-mitzvah fee

for those already charged.

Administration Transition/Staff Plan

Item Prior to Term Sheet

Approval

(Negotiation Period)

After Term Sheet Approval

(Interim Period)

Transition Period and following

If empty – Assumes full

integration

Those not charged already

will be billed at the TSE rate.

Yahrzeit Reminder w/

request for donation

TRT continues to send to

TRT members/ TSE to TSE

members.

TRT continues to send to

TRT members

Yahrzeit data transferred to Shul

Cloud as part of data integration, .

then monthly notices sent through

existing TSE process.

TRT Cemetery TRT manages plots as usual. Include language in merger

agreement to transfer assets

of TSE, including Beth Israel

plots, to TSE. Check with

TRT and TSE attorneys if

agreement should include

TRT deed with Beth Israel as

an exhibit or if there needs to

be a separate legal document

transferring ownership of the

cemetery interest.

Notify Beth Israel that the TRT

property is not controlled by TSE

and advise of new contact

information. Notify Bloomfield-

Cooper and Freeman funeral

homes of new contact.

Eventually consolidate

agreements from TRT and TSE

and digitize all records.

TRT Telephone Port TRT Phone #s to a

free/cheap service so we can

have calls forwarded to TSE.

TRT Email Maintain TRT domain for an

indefinite time.

Forward TRT emails to

appropriate TSE email addresses.

TRT Website TRT home page explains

TRT move to TSE with link.

TRT url redirects to TSE.

Administration Transition/Staff Plan

TSE/TRT Operating/Capital Budget Impacts:

Furniture: There is ample furniture at TRT to move. TRT/TSE will need to pay for movers for any furniture to go to

and from TRT (replace better TRT furniture with older TSE furniture)

Office Adjustments: Cubicle Walls, IT, Phone (one time expenses)

Administration Transition/Staff Plan

Office Assistant Continues through

completion of merger

Administrative Assistant

As needed through

completion of merger

Interim Administrative Staffing Plan

TRT

Administrator Continues through completion

of merger

Part-time Cantor/

Artist in Resident Continues through 6/30/2022

A

Asst. Executive Director/TRT Bookkeeper

Administration Transition/Staff Plan

Post-Merger Staffing Plan