Common use of Proxy Statement-Prospectus; Merger Registration Statement Clause in Contracts

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB Common Stock to be offered to holders of Beacon Federal Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Shareholders Meeting, BHLB shall draft and prepare, and Beacon Federal shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal to the Beacon Federal shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB shall provide Beacon Federal and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB and Beacon Federal shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal shall furnish all information concerning Beacon Federal and the holders of Beacon Federal Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal promptly after BHLB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will provide Beacon Federal with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal may reasonably request. 8.2.3 Beacon Federal and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (i) of registering BHLB Investors Bancorp Common Stock to be offered to holders of Beacon Federal Roma Financial Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Roma Financial Shareholders Meeting and (iii) of holding the Investors Bancorp Shareholders Meeting, BHLB Investors Bancorp shall draft and prepare, and Beacon Federal Roma Financial shall cooperate in the preparation of, the Merger Registration Statement, including a joint proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed by Beacon Federal Roma Financial to the Beacon Federal Roma Financial shareholders and by Investors Bancorp to the Investors Bancorp shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Investors Bancorp shall provide Beacon Federal Roma Financial and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Investors Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC as soon as practicable following execution of this Agreement. Each of BHLB Investors Bancorp and Beacon Federal Roma Financial shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Roma Financial and Investors Bancorp shall each thereafter promptly mail the Proxy Statement-Prospectus to its their respective shareholders. BHLB Investors Bancorp shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Roma Financial shall furnish all information concerning Beacon Federal Roma Financial and the holders of Beacon Federal Roma Financial Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB (b) Investors Bancorp will advise Beacon Federal Roma Financial promptly after BHLB Investors Bancorp receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Investors Bancorp Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Investors Bancorp will provide Beacon Federal Roma Financial with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Roma Financial may reasonably request. 8.2.3 Beacon Federal (c) Roma Financial and BHLB Investors Bancorp shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Roma Financial shall cooperate with BHLB Investors Bancorp in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Investors Bancorp shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Roma Financial and BHLB Investors Bancorp shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB Common Stock to be offered to holders of Beacon Federal Legacy Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Legacy Shareholders MeetingMeeting and (iii) of holding the BHLB Shareholders Meeting , BHLB shall draft and prepare, and Beacon Federal Legacy shall cooperate in the preparation of, the Merger Registration Statement, including a joint proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed by Beacon Federal Legacy to the Beacon Federal Legacy shareholders and by BHLB to the BHLB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB shall provide Beacon Federal Legacy and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. BHLB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB and Beacon Federal Legacy shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Legacy and BHLB shall each thereafter promptly mail the Proxy Statement-Prospectus to its their respective shareholders. BHLB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Legacy shall furnish all information concerning Beacon Federal Legacy and the holders of Beacon Federal Legacy Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicablepracticable but in no event later than January 31, 2011, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal Legacy promptly after BHLB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will provide Beacon Federal Legacy with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Legacy may reasonably request. 8.2.3 Beacon Federal Legacy and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Legacy shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Legacy and BHLB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (ix) of registering BHLB BHB Common Stock to be offered to holders of Beacon Federal Rome Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Rome Shareholders MeetingMeeting and (iii) of holding the BHB Shareholders Meeting (if required), BHLB BHB shall draft and prepare, and Beacon Federal Rome shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Rome to the Beacon Federal Rome shareholders and by BHB to the BHB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB BHB shall provide Beacon Federal Rome and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. BHB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB BHB and Beacon Federal Rome shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Rome and BHB shall each thereafter promptly mail the Proxy Statement-Prospectus to its their respective shareholders. BHLB BHB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Rome shall furnish all information concerning Beacon Federal Rome and the holders of Beacon Federal Rome Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB BHB shall, as soon as practicablepracticable but no later than November 15, 2010, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB BHB will advise Beacon Federal Rome promptly after BHLB BHB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB BHB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB BHB will provide Beacon Federal Rome with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Rome may reasonably request. 8.2.3 Beacon Federal Rome and BHLB BHB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Rome shall cooperate with BHLB BHB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB BHB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Rome and BHLB BHB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (ix) of registering BHLB AFC Common Stock to be offered to holders of Beacon Federal BSFI Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal BSFI Stockholders Meeting and (iii) of holding the AFC Shareholders Meeting, BHLB AFC shall draft and prepare, and Beacon Federal BSFI shall cooperate in the preparation of, the Merger Registration Statement, including a joint proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed by Beacon Federal BSFI to the Beacon Federal BSFI stockholders and by AFC to the AFC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB AFC shall provide Beacon Federal BSFI and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. AFC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB AFC and Beacon Federal BSFI shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal BSFI and AFC shall each thereafter promptly mail the Proxy Statement-Prospectus to its shareholderstheir respective stockholders. BHLB AFC shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal BSFI shall furnish all information concerning Beacon Federal BSFI and the holders of Beacon Federal BSFI Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB AFC shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB AFC will advise Beacon Federal BSFI promptly after BHLB AFC receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB AFC Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB AFC will provide Beacon Federal BSFI with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal BSFI may reasonably request. 8.2.3 Beacon Federal BSFI and BHLB AFC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal BSFI shall cooperate with BHLB AFC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB AFC shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal BSFI and BHLB AFC shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB P▇▇▇▇ Common Stock to be offered to holders of Beacon Federal Town Square Financial Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Town Square Financial Shareholders Meeting, BHLB P▇▇▇▇ Bankshares shall draft and prepare, and Beacon Federal Town Square Financial shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Town Square Financial to the Beacon Federal Town Square Financial shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB P▇▇▇▇ Bankshares shall provide Beacon Federal Town Square Financial and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, any SEC comment letter and any response to an SEC comment letter, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are or supplements filed with the SEC. Each of BHLB P▇▇▇▇ Bankshares and Beacon Federal Town Square Financial shall use its reasonable best efforts to respond to any comments of the SEC staff and have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Town Square Financial shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB P▇▇▇▇ Bankshares shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Town Square Financial shall furnish all information concerning Beacon Federal Town Square Financial and the holders of Beacon Federal Town Square Financial Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB P▇▇▇▇ Bankshares shall, as soon as practicablepracticable but no later than twenty (20) business days from the date of this Agreement, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB P▇▇▇▇ Bankshares will advise Beacon Federal Town Square Financial promptly after BHLB P▇▇▇▇ Bankshares receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB P▇▇▇▇ Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB P▇▇▇▇ Bankshares will provide Beacon Federal Town Square Financial with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Town Square Financial may reasonably request. 8.2.3 Beacon Federal Town Square Financial and BHLB P▇▇▇▇ Bankshares shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Town Square Financial shall cooperate with BHLB P▇▇▇▇ Bankshares in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB P▇▇▇▇ Bankshares shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Town Square Financial and BHLB P▇▇▇▇ Bankshares shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes of (i) of registering BHLB Hanmi Common Stock to be offered to holders of Beacon Federal SWNB Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Shareholders SWNB Stockholders Meeting, BHLB Hanmi shall draft and prepare, and Beacon Federal SWNB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, laws and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal SWNB to the Beacon Federal shareholdersSWNB stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Hanmi shall provide Beacon Federal SWNB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB Hanmi and Beacon Federal SWNB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal SWNB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB Hanmi shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal SWNB shall furnish all information concerning Beacon Federal SWNB and the holders of Beacon Federal SWNB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB Hanmi shall, as soon as practicablepracticable after the date of this Agreement, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Hanmi will advise Beacon Federal SWNB promptly after BHLB Hanmi receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Hanmi Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Hanmi will provide Beacon Federal SWNB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal SWNB may reasonably request. 8.2.3 Beacon Federal SWNB and BHLB Hanmi shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal SWNB shall cooperate with BHLB Hanmi in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Hanmi shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB SWNB shall mail an amended Proxy Statement-Prospectus to their respective shareholdersits stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB Common Stock to be offered to holders of Beacon Federal CBT Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (ii) of holding the Beacon Federal CBT Shareholders Meeting, BHLB shall draft and prepare, and Beacon Federal CBT shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal CBT to the Beacon Federal CBT shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB shall provide Beacon Federal CBT and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. BHLB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB and Beacon Federal CBT shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal CBT shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal CBT shall furnish all information concerning Beacon Federal CBT and the holders of Beacon Federal CBT Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal CBT promptly after BHLB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will provide Beacon Federal CBT with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal CBT may reasonably request. 8.2.3 Beacon Federal CBT and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal CBT shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB CBT shall mail an amended Proxy Statement-Prospectus to their respective its shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB Brookline Bancorp Common Stock to be offered to holders of Beacon Federal MFI Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders MFI Stockholders Meeting, BHLB Brookline Bancorp shall draft and prepare, and Beacon Federal MFI shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal MFI to the Beacon Federal shareholdersMFI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB Brookline Bancorp shall provide Beacon Federal MFI and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Brookline Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB Brookline Bancorp and Beacon Federal MFI shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal MFI shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB Brookline Bancorp shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal MFI shall furnish all information concerning Beacon Federal MFI and the holders of Beacon Federal MFI Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. Brookline Bancorp shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Brookline Bancorp will advise Beacon Federal MFI promptly after BHLB Brookline Bancorp receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB Brookline Bancorp Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Brookline Bancorp will provide Beacon Federal MFI with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal MFI may reasonably request. 8.2.3 Beacon Federal and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (ix) of registering BHLB IBT Common Stock to be offered to holders of Beacon Federal GCFC Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal GCFC Shareholders Meeting, BHLB IBT shall draft and prepare, and Beacon Federal GCFC shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal GCFC to the Beacon Federal GCFC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB IBT shall provide Beacon Federal GCFC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. IBT shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB IBT and Beacon Federal GCFC shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal GCFC shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB IBT shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal GCFC shall furnish all information concerning Beacon Federal GCFC and the holders of Beacon Federal GCFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file (b) Each party acknowledges that time is of the Merger Registration Statement with the SEC under the Securities Act essence in connection with the transactions contemplated by this Agreementpreparation and filing of the Merger Registration Statement. BHLB will IBT shall advise Beacon Federal GCFC promptly after BHLB IBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB IBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will IBT shall provide Beacon Federal GCFC with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal GCFC may reasonably request. 8.2.3 Beacon Federal (c) GCFC and BHLB IBT shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal GCFC shall cooperate with BHLB IBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB IBT shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal GCFC and BHLB IBT shall mail an amended Proxy Statement-Prospectus to their respective GCFC's shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (i) of registering BHLB NBT Common Stock to be offered to holders of Beacon Federal Hampshire Bank Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (ii) of holding the Beacon Federal Hampshire Bank Shareholders Meeting, BHLB NBT shall draft and prepare, and Beacon Federal Hampshire Bank shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking lawsLaws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Hampshire Bank to the Beacon Federal Hampshire Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB NBT shall provide Beacon Federal Hampshire Bank and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate (as determined by the parties and their respective legal counsels) comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. NBT shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB NBT and Beacon Federal Hampshire Bank shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Hampshire Bank shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB NBT shall also use its reasonable best efforts to obtain all necessary state securities law Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions, and Beacon Federal Hampshire Bank shall furnish all information concerning Beacon Federal Hampshire Bank and the holders of Beacon Federal Hampshire Bank Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB (b) NBT shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this AgreementTransactions. BHLB NBT will advise Beacon Federal Hampshire Bank promptly after BHLB NBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB NBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB NBT will provide Beacon Federal Hampshire Bank with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Hampshire Bank may reasonably request. NBT shall apply for, and shall use reasonable best efforts to obtain approval to quote the shares of NBT Common Stock to be issued in the Merger on the Nasdaq Global Select Market, subject to official notice of issuance, prior to the Effective Time. 8.2.3 Beacon Federal (c) Hampshire Bank and BHLB NBT shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Hampshire Bank shall cooperate with BHLB NBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB NBT shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB Hampshire Bank shall mail an amended Proxy Statement-Prospectus to their respective its shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB PBI Common Stock to be offered to holders of Beacon Federal WCBI Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders MeetingWCBI Stockholders Meetings, BHLB PBI shall draft and prepare, and Beacon Federal WCBI shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal WCBI to the Beacon Federal shareholdersWCBI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB PBI shall provide Beacon Federal WCBI and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. PBI shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB PBI and Beacon Federal WCBI shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal each of WCBI shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB PBI shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal WCBI shall furnish all information concerning Beacon Federal WCBI and the holders of Beacon Federal WCBI Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. PBI shall, as soon as practicablepracticable following the date hereof, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB PBI will advise Beacon Federal WCBI promptly after BHLB PBI receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB PBI Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB PBI will provide Beacon Federal WCBI with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal WCBI may reasonably request. 8.2.3 Beacon Federal and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB Fidelity Bankshares Common Stock to be offered to holders of Beacon Federal FCB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders FCB Stockholders Meeting, BHLB Fidelity Bankshares shall draft and prepare, and Beacon Federal FCB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FCB to the Beacon Federal shareholdersFCB stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB Fidelity Bankshares shall provide Beacon Federal FCB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Fidelity Bankshares shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB Fidelity Bankshares and Beacon Federal FCB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FCB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB Fidelity Bankshares shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FCB shall furnish all information concerning Beacon Federal FCB and the holders of Beacon Federal FCB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. Fidelity Bankshares shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Fidelity Bankshares will advise Beacon Federal FCB promptly after BHLB Fidelity Bankshares receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB Fidelity Bankshares Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Fidelity Bankshares will provide Beacon Federal FCB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FCB may reasonably request. 8.2.3 Beacon Federal 8.2.3. FCB and BHLB Fidelity Bankshares shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FCB shall cooperate with BHLB Fidelity Bankshares in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Fidelity Bankshares shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal FCB and BHLB Fidelity Bankshares shall mail an amended Proxy Statement-Prospectus to their respective shareholdersFCB's stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB NBT Common Stock to be offered to holders of Beacon Federal CNB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal CNB Shareholders Meeting, BHLB NBT shall draft and prepare, and Beacon Federal CNB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal CNB to the Beacon Federal CNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB NBT shall provide Beacon Federal CNB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. NBT shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB NBT and Beacon Federal CNB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal CNB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB NBT shall also use its reasonable best efforts to obtain make all necessary state securities law or “blue skyBlue Sky” permits and approvals notices required to carry out the transactions contemplated by this Agreement, and Beacon Federal CNB shall furnish all information concerning Beacon Federal CNB and the holders of Beacon Federal CNB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. NBT shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB NBT will advise Beacon Federal CNB promptly after BHLB NBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB NBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB NBT will provide Beacon Federal CNB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal CNB may reasonably request. 8.2.3 Beacon Federal 8.2.3. CNB and BHLB NBT shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal CNB shall cooperate with BHLB NBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB NBT shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal CNB and BHLB NBT shall mail an amended Proxy Statement-Prospectus to their respective CNB’s shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes of (i) of registering BHLB Citizens Common Stock to be offered to holders of Beacon Federal FNB Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Shareholders FNB Stockholders Meeting, BHLB Citizens shall draft and prepare, and Beacon Federal FNB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, laws and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FNB to the Beacon Federal shareholdersFNB stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Citizens shall provide Beacon Federal FNB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB Citizens and Beacon Federal FNB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FNB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB Citizens shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FNB shall furnish all information concerning Beacon Federal FNB and the holders of Beacon Federal FNB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB Citizens shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Citizens will advise Beacon Federal FNB promptly after BHLB Citizens receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Citizens Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Citizens will provide Beacon Federal FNB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FNB may reasonably request. 8.2.3 Beacon Federal FNB and BHLB Citizens shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FNB shall cooperate with BHLB Citizens in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Citizens shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB FNB shall mail an amended Proxy Statement-Prospectus to their respective shareholdersits stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (i) of registering BHLB Northfield Bancorp Common Stock to be offered to holders of Beacon Flatbush Federal Bancorp Common Stock in connection with the Mid-Tier Merger with the SEC under the Securities ActAct and, and (ii) of holding the Beacon Flatbush Federal Bancorp Shareholders Meeting, BHLB Northfield Bancorp shall draft and prepare, and Beacon Flatbush Federal Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Flatbush Federal Bancorp to the Beacon Flatbush Federal shareholders, Bancorp shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Northfield Bancorp shall provide Beacon Flatbush Federal Bancorp and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Northfield Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC as soon as practicable following execution of this Agreement. Each of BHLB Northfield Bancorp and Beacon Flatbush Federal Bancorp shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Flatbush Federal Bancorp and Northfield Bancorp shall each thereafter promptly mail the Proxy Statement-Prospectus to its their respective shareholders. BHLB Northfield Bancorp shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Flatbush Federal Bancorp shall furnish all information concerning Beacon Flatbush Federal Bancorp and the holders of Beacon Flatbush Federal Bancorp Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB (b) Northfield Bancorp will advise Beacon Flatbush Federal Bancorp promptly after BHLB Northfield Bancorp receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Northfield Bancorp Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Northfield Bancorp will provide Beacon Flatbush Federal Bancorp with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Flatbush Federal Bancorp may reasonably request. 8.2.3 Beacon (c) Flatbush Federal Bancorp and BHLB Northfield Bancorp shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Flatbush Federal Bancorp shall cooperate with BHLB Northfield Bancorp in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Northfield Bancorp shall file an amended Merger Registration Statement with the SEC, and each of Beacon Flatbush Federal Bancorp and BHLB Northfield Bancorp shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB Common Stock to be offered to holders of Beacon Federal FCB Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal FCB Shareholders Meeting, BHLB shall draft and prepare, and Beacon Federal FCB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FCB to the Beacon Federal FCB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB shall provide Beacon Federal FCB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. BHLB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB and Beacon Federal FCB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FCB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FCB shall furnish all information concerning Beacon Federal FCB and the holders of Beacon Federal FCB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicablepracticable but in no event later than September 30, 2016, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal FCB promptly after BHLB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will provide Beacon Federal FCB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FCB may reasonably request. 8.2.3 Beacon Federal FCB and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FCB shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB FCB shall mail an amended Proxy Statement-Prospectus to their respective its shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (ix) of registering BHLB IBT Common Stock to be offered to holders of Beacon Federal FSSB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal FSSB Shareholders Meeting, BHLB Farmers and the Farmers Entities shall draft and prepare, and Beacon Federal FSSB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FSSB to the Beacon Federal FSSB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB Farmers and the Farmers Entities shall provide Beacon Federal FSSB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Farmers shall cause IBT to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB Farmers and Beacon Federal the Farmers Entities and FSSB shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FSSB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB Farmers and the Farmers Entities shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FSSB shall furnish all information concerning Beacon Federal FSSB and the holders of Beacon Federal FSSB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file (b) Each party acknowledges that time is of the Merger Registration Statement with the SEC under the Securities Act essence in connection with the transactions contemplated by this Agreementpreparation and filing of the Merger Registration Statement. BHLB will Farmers shall cause IBT to advise Beacon Federal FSSB promptly after BHLB IBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB IBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB will Farmers shall cause IBT to provide Beacon Federal FSSB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FSSB may reasonably request. 8.2.3 Beacon Federal (c) FSSB and BHLB Farmers and the Farmers Entities shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FSSB shall cooperate with BHLB IBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Farmers shall cause IBT to file an amended Merger Registration Statement with the SEC, and each of Beacon Federal FSSB and BHLB Farmers and the Farmers Entities shall mail an amended Proxy Statement-Prospectus to their respective FSSB's shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (i) of registering BHLB Parent Common Stock to be offered to holders of Beacon Federal Common Company Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Shareholders Company Stockholders Meeting, BHLB Parent shall draft and prepare, and Beacon Federal Company shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and (to the extent applicable) the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed delivered by Beacon Federal the Company to the Beacon Federal shareholdersCompany stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-/Prospectus”). BHLB Parent shall provide Beacon Federal the Company and its counsel with appropriate opportunity to review and comment on the Proxy Statement-/Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Parent shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB Parent and Beacon Federal the Company shall use reasonable best efforts to cause the Merger Registration Statement or Proxy Statement/Prospectus, as the case may be, to comply in all material respects in form and substance with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff with respect to the Merger Registration Statement or Proxy Statement/Prospectus, as the case may be. Each of Parent and the Company shall furnish all information concerning itself and its Subsidiaries, as applicable, as the other party may reasonably request in connection with the preparation of the Merger Registration Statement or which may be required under applicable Law. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Merger Registration Statement or Proxy Statement/Prospectus, as the case may be, shall consult with the Company prior to responding to any such comments or requests or filing any amendment or supplement to the Merger Registration Statement, and shall provide the Company with copies of all correspondence between Parent its Representatives on the one hand and the SEC and its staff of the other hand. The Parent shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal the Company shall thereafter promptly mail deliver the Proxy Statement-/Prospectus to its shareholdersthe holders of Company Stock as of the record date set for the Company Stockholders Meeting. BHLB Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal the Company shall furnish all information concerning Beacon Federal the Company and the holders of Beacon Federal Common Company Stock as may be reasonably requested in connection with any such action. If Parent or the Company become aware of any information that, pursuant to the Securities Act or (to the extent applicable) the Exchange Act, should be disclosed in an amendment or supplement to the Merger Registration Statement or Proxy Statement/Prospectus, as the case may be, then such party, as the case may be, shall promptly inform the other parties thereof and shall cooperate with such other parties in filing such amendment or supplement with the SEC and, if appropriate, in delivering such amendment or supplement to the applicable Securityholders. Notwithstanding anything to the contrary stated above, prior to filing and delivery, as applicable, of the Merger Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or delivering such document shall provide the other parties a reasonable opportunity to review and comment on such document or response and shall discuss with the other parties and include in such document or response, comments reasonably and promptly proposed by the other parties. 8.2.2 BHLB (b) Parent shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Parent will advise Beacon Federal the Company promptly after BHLB Parent receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Parent Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Parent will provide Beacon Federal the Company with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal the Company may reasonably request. 8.2.3 Beacon Federal (c) The Company and BHLB Parent shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-/Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal the Company shall cooperate with BHLB Parent in the preparation of a supplement or amendment to such Proxy Statement-/Prospectus that corrects such misstatement or omission, and BHLB Parent shall promptly file an amended Merger Registration Statement with the SEC, and each of Beacon Federal the Company and BHLB Parent shall mail deliver an amended Proxy Statement-/Prospectus to their respective shareholdersthe Securityholders as of the record date set forth the Company Stockholders Meeting.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes of (i) of registering BHLB Citizens Common Stock to be offered to holders of Beacon Federal MidCoast Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal MidCoast Shareholders Meeting, BHLB Citizens shall draft and prepare, and Beacon Federal MidCoast shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, laws and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal MidCoast to the Beacon Federal shareholdersMidCoast Shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Citizens shall provide Beacon Federal MidCoast and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to before the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB Citizens and Beacon Federal MidCoast shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and, and Beacon Federal in coordination with Citizens, MidCoast shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB The costs and expenses with respect to the registration statement filing fee, printing cost (including Edgarization), and mailing of the Proxy Statement-Prospectus shall be borne equally by Citizens and MidCoast. Citizens shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal MidCoast shall furnish all information concerning Beacon Federal MidCoast and the holders of Beacon Federal MidCoast Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB Citizens shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Citizens will advise Beacon Federal MidCoast promptly after BHLB Citizens receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB Citizens Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Citizens will provide Beacon Federal MidCoast with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal MidCoast may reasonably request. 8.2.3 Beacon Federal MidCoast and BHLB Citizens shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal MidCoast shall cooperate with BHLB Citizens in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Citizens shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB MidCoast shall mail an amended Proxy Statement-Prospectus to their respective its shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (i) of registering BHLB SAL Common Stock to be offered to holders of Beacon Federal Riverside Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (ii) of holding the Beacon Federal Riverside Shareholders Meeting, BHLB SAL shall draft and prepare, and Beacon Federal Riverside shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Riverside to the Beacon Federal Riverside shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB SAL shall provide Beacon Federal Riverside and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. SAL shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB SAL and Beacon Federal Riverside shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Riverside shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB SAL shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Riverside shall furnish all information concerning Beacon Federal Riverside and the holders of Beacon Federal Riverside Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB SAL shall, as soon as practicablepracticable following the filing of its December 31, 2013 Form 10-K, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB SAL will advise Beacon Federal Riverside promptly after BHLB SAL receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB SAL Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB SAL will provide Beacon Federal Riverside with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Riverside may reasonably request. 8.2.3 Beacon Federal Riverside and BHLB SAL shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Riverside shall cooperate with BHLB SAL in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB SAL shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB Riverside shall mail an amended Proxy Statement-Prospectus to their respective its shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes of (i) of registering BHLB with the SEC under the Securities Act the First Federal Bancorp Common Stock to be offered to holders of Beacon Federal Alpena Banking Corporation Common Stock in connection with the Merger with the SEC under the Securities ActMerger, and (ii) of holding the Beacon Alpena Banking Corporation Shareholders Meeting and the First Federal Bancorp Shareholders Meeting, BHLB First Federal Bancorp shall draft and prepare, and Beacon Federal Alpena Banking Corporation shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Alpena Banking Corporation to the Beacon Alpena Banking Corporation shareholders and mailed by First Federal shareholders, Bancorp to the First Federal Bancorp shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB First Federal Bancorp shall provide Beacon Federal Alpena Banking Corporation and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. First Federal Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC as soon as practicable following execution of this Agreement. Each of BHLB First Federal Bancorp and Beacon Federal Alpena Banking Corporation shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Alpena Banking Corporation and First Federal Bancorp shall each thereafter promptly mail the Proxy Statement-Prospectus to its their respective shareholders. BHLB First Federal Bancorp shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Alpena Banking Corporation shall furnish all information concerning Beacon Federal Alpena Banking Corporation and the holders of Beacon Federal Alpena Banking Corporation Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB (b) First Federal Bancorp will advise Beacon Federal Alpena Banking Corporation promptly after BHLB First Federal Bancorp receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB First Federal Bancorp Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB First Federal Bancorp will provide Beacon Federal Alpena Banking Corporation with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Alpena Banking Corporation may reasonably request. 8.2.3 Beacon (c) Alpena Banking Corporation and First Federal and BHLB Bancorp shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Alpena Banking Corporation shall cooperate with BHLB First Federal Bancorp in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB First Federal Bancorp shall file an amended Merger Registration Statement with the SEC, and each of Beacon Alpena Banking Corporation and First Federal and BHLB Bancorp shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (ix) of registering BHLB FFC Common Stock to be offered to holders of Beacon Federal ALFC Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders ALFC Stockholders Meeting, BHLB FFC shall draft and prepare, and Beacon Federal ALFC shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and statement/prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal ALFC to the Beacon Federal shareholdersALFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB FFC shall provide Beacon Federal ALFC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Provided that ALFC has reasonably cooperated in all material respects as described in Section 8.2.2 below, FFC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB FFC and Beacon Federal ALFC shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal ALFC shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB FFC shall also use its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal ALFC shall furnish all information concerning Beacon Federal ALFC and the holders of Beacon Federal ALFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement ALFC shall provide FFC with the SEC under the Securities Act any information concerning itself that FFC may reasonably request in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal promptly after BHLB receives notice drafting and preparation of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filedProxy Statement-Prospectus, and FFC shall notify ALFC promptly of the issuance receipt of any stop order or the suspension comments of the registration of the shares of BHLB Common Stock issuable pursuant SEC with respect to the Merger Registration Proxy Statement, or the initiation or threat -Prospectus and of any proceeding for any such purpose, or of any request requests by the SEC for the any amendment or supplement of the Merger Registration Statement, thereto or for additional information, information and BHLB will shall provide Beacon Federal with as many promptly to ALFC copies of such Merger Registration Statement all correspondence between FFC or any of its representatives and the SEC. FFC shall give ALFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ALFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FFC and ALFC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto promptly upon to be mailed to the filing thereof as Beacon Federal may reasonably requestholders of ALFC Common Stock entitled to vote at the ALFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3 Beacon Federal ALFC and BHLB FFC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal ALFC shall cooperate with BHLB FFC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB FFC shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB ALFC shall mail an amended Proxy Statement-Prospectus to their respective shareholdersALFC’s stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 (a) For the purposes (ix) of registering BHLB IBT Common Stock to be offered to holders of Beacon Federal FSSB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal FSSB Shareholders Meeting, BHLB IBT shall draft and prepare, and Beacon Federal FSSB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FSSB to the Beacon Federal FSSB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB IBT shall provide Beacon Federal FSSB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. IBT shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB IBT and Beacon Federal FSSB shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FSSB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB IBT shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FSSB shall furnish all information concerning Beacon Federal FSSB and the holders of Beacon Federal FSSB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file (b) Each party acknowledges that time is of the Merger Registration Statement with the SEC under the Securities Act essence in connection with the transactions contemplated by this Agreementpreparation and filing of the Merger Registration Statement. BHLB IBT will advise Beacon Federal FSSB promptly after BHLB IBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB IBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB IBT will provide Beacon Federal FSSB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FSSB may reasonably request. 8.2.3 Beacon Federal (c) FSSB and BHLB IBT shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FSSB shall cooperate with BHLB IBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB IBT shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal FSSB and BHLB IBT shall mail an amended Proxy Statement-Prospectus to their respective FSSB's shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes (ix) of registering BHLB FFC Common Stock to be offered to holders of Beacon Federal ALFC Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders ALFC Stockholders Meeting, BHLB FFC shall draft and prepare, and Beacon Federal ALFC shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and statement/prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal ALFC to the Beacon Federal shareholdersALFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB FFC shall provide Beacon Federal ALFC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Provided that ALFC has reasonably cooperated in all material respects as described in Section 8.2.2 below, FFC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB FFC and Beacon Federal ALFC shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal ALFC shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB FFC shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal ALFC shall furnish all information concerning Beacon Federal ALFC and the holders of Beacon Federal ALFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file the Merger Registration Statement ALFC shall provide FFC with the SEC under the Securities Act any information concerning itself that FFC may reasonably request in connection with the transactions contemplated by this Agreement. BHLB will advise Beacon Federal promptly after BHLB receives notice drafting and preparation of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filedProxy Statement-Prospectus, and FFC shall notify ALFC promptly of the issuance receipt of any stop order or the suspension comments of the registration of the shares of BHLB Common Stock issuable pursuant SEC with respect to the Merger Registration Proxy Statement, or the initiation or threat -Prospectus and of any proceeding for any such purpose, or of any request requests by the SEC for the any amendment or supplement of the Merger Registration Statement, thereto or for additional information, information and BHLB will shall provide Beacon Federal with as many promptly to ALFC copies of such Merger Registration Statement all correspondence between FFC or any of its representatives and the SEC. FFC shall give ALFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ALFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FFC and ALFC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto promptly upon to be mailed to the filing thereof as Beacon Federal may reasonably requestholders of ALFC Common Stock entitled to vote at the ALFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3 Beacon Federal ALFC and BHLB FFC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal ALFC shall cooperate with BHLB FFC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB FFC shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB ALFC shall mail an amended Proxy Statement-Prospectus to their respective shareholdersALFC's stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB PFS Common Stock to be offered to holders of Beacon Federal FMBT Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders FMBT Stockholders Meeting, BHLB PFS shall draft and prepare, and Beacon Federal FMBT shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FMBT to the Beacon Federal shareholdersFMBT stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB PFS shall provide Beacon Federal FMBT and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. PFS shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB PFS and Beacon Federal FMBT shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FMBT shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB PFS shall also use its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FMBT shall furnish all information concerning Beacon Federal FMBT and the holders of Beacon Federal FMBT Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. PFS shall, as soon as is practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Each party acknowledges that time is of the essence in connection with the preparation and filing of the Merger Registration Statement. PFS will advise Beacon Federal FMBT promptly after BHLB PFS receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB PFS Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB PFS will provide Beacon Federal FMBT with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FMBT may reasonably request. 8.2.3 Beacon Federal 8.2.3. FMBT and BHLB PFS shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FMBT shall cooperate with BHLB PFS in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB PFS shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB FMBT shall mail an amended a Proxy Statement-Prospectus to their respective shareholdersFMBT’s stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB Citizens South Common Stock to be offered to holders of Beacon Federal Trinity Bank Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Trinity Bank Shareholders Meeting, BHLB Citizens South shall draft and prepare, and Beacon Federal Trinity Bank shall cooperate in the preparation of, the Merger Registration Statement, including a the proxy statement and prospectus satisfying all applicable requirements of applicable state and federal securities and banking laws, and of including the Securities Act and the Exchange Act, and the rules and regulations of the SEC and the FDIC thereunder (such proxy statement/statement and prospectus in the form mailed by Beacon Federal Trinity Bank to the Beacon Federal Trinity Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-/Prospectus”"). BHLB Citizens South shall provide Beacon Federal Trinity Bank and its counsel with appropriate opportunity to review and comment on the Proxy Statement-/Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or the FDIC or any amendments are filed with the SEC or the FDIC. Citizens South shall file the Merger Registration Statement, including the Proxy Statement/Prospectus, with the SEC, and Trinity Bank shall file the Proxy Statement/Prospectus with the FDIC. Each of BHLB Citizens South and Beacon Federal Trinity Bank shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act and cleared for use by the FDIC as promptly as practicable after such filing, and Beacon Federal Trinity Bank shall thereafter promptly mail the Proxy Statement-/Prospectus to its shareholders. BHLB Citizens South shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Trinity Bank shall furnish all information concerning Beacon Federal Trinity Bank and the holders of Beacon Federal Trinity Bank Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. Citizens South shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Citizens South will advise Beacon Federal Trinity Bank promptly after BHLB Citizens South receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB Citizens South Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Citizens South will provide Beacon Federal Trinity Bank with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Trinity Bank may reasonably request. 8.2.3 Beacon Federal 8.2.3. Trinity Bank and BHLB Citizens South shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Trinity Bank shall cooperate with BHLB Citizens South in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Citizens South shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Trinity Bank and BHLB Citizens South shall mail an amended Proxy Statement-Prospectus to their respective Trinity Bank's shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB AANB Common Stock to be offered to holders of Beacon Federal CB&T Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders MeetingCB&T stockholder's meeting, BHLB AANB shall draft and prepare, and Beacon Federal CB&T shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal CB&T to the Beacon Federal shareholdersCB&T stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB AANB shall provide Beacon Federal CB&T and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. AANB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB AANB and Beacon Federal CB&T shall use its reasonable their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal CB&T shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB AANB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal CB&T shall furnish all information concerning Beacon Federal CB&T and the holders of Beacon Federal CB&T Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB shall, as soon as practicable, file 8.2.2. Each party acknowledges that time is of the Merger Registration Statement with the SEC under the Securities Act essence in connection with the transactions contemplated by this Agreementpreparation and filing of the Merger Registration Statement. BHLB AANB will advise Beacon Federal CB&T promptly after BHLB AANB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB AANB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB AANB will provide Beacon Federal CB&T with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal CB&T may reasonably request. 8.2.3 Beacon Federal and BHLB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal shall cooperate with BHLB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB shall mail an amended Proxy Statement-Prospectus to their respective shareholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB Portec Rail Common Stock to be offered to holders of Beacon Federal Salient Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal Shareholders Salient Stockholders Meeting, BHLB Portec Rail shall draft and prepare, and Beacon Federal Salient shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal Salient to the Beacon Federal shareholdersSalient stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB Portec Rail shall provide Beacon Federal Salient and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB and Beacon Federal Portec Rail shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Portec Rail shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal Salient shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB Portec Rail shall also use its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal Salient shall furnish all information concerning Beacon Federal Salient and the holders of Beacon Federal Salient Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. Portec Rail shall, as soon as practicablepracticable following the date hereof, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB Portec Rail will advise Beacon Federal Salient promptly after BHLB Portec Rail receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB Portec Rail Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB Portec Rail will provide Beacon Federal Salient with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal Salient may reasonably request. 8.2.3 Beacon Federal 8.2.3. Salient and BHLB Portec Rail shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal Salient shall cooperate with BHLB Portec Rail in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB Portec Rail shall promptly file an amended Merger Registration Statement with the SEC, and each of Beacon Federal Salient and BHLB Portec Rail shall mail an amended Proxy Statement-Prospectus to their respective shareholdersSalient’s stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 For the purposes of (i) of registering BHLB CB Common Stock to be offered to holders of Beacon Federal FedFirst Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) of holding the Beacon Federal Shareholders FedFirst Stockholders Meeting, BHLB CB shall draft and prepare, and Beacon Federal FedFirst shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, laws and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal FedFirst to the Beacon Federal shareholdersFedFirst stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). BHLB CB shall provide Beacon Federal FedFirst and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. Each of BHLB CB and Beacon Federal FedFirst shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal FedFirst shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholdersstockholders. BHLB CB shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Beacon Federal FedFirst shall furnish all information concerning Beacon Federal FedFirst and the holders of Beacon Federal FedFirst Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB CB shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB CB will advise Beacon Federal FedFirst promptly after BHLB CB receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration of the shares of BHLB CB Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB CB will provide Beacon Federal FedFirst with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal FedFirst may reasonably request. 8.2.3 Beacon Federal FedFirst and BHLB CB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal FedFirst shall cooperate with BHLB CB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB CB shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal and BHLB FedFirst shall mail an amended Proxy Statement-Prospectus to their respective shareholdersits stockholders.

Proxy Statement-Prospectus; Merger Registration Statement. 8.2.1 8.2.1. For the purposes (ix) of registering BHLB NBT Common Stock to be offered to holders of Beacon Federal CNB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the Beacon Federal CNB Shareholders Meeting, BHLB NBT shall draft and prepare, and Beacon Federal CNB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Beacon Federal CNB to the Beacon Federal CNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). BHLB NBT shall provide Beacon Federal CNB and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. NBT shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of BHLB NBT and Beacon Federal CNB shall use its reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Beacon Federal CNB shall thereafter promptly mail the Proxy Statement-Prospectus to its shareholders. BHLB NBT shall also use its reasonable best efforts to obtain make all necessary state securities law or “blue sky” permits and approvals "Blue Sky" notices required to carry out the transactions contemplated by this Agreement, and Beacon Federal CNB shall furnish all information concerning Beacon Federal CNB and the holders of Beacon Federal CNB Common Stock as may be reasonably requested in connection with any such action. 8.2.2 BHLB 8.2.2. NBT shall, as soon as practicable, file the Merger Registration Statement with the SEC under the Securities Act in connection with the transactions contemplated by this Agreement. BHLB NBT will advise Beacon Federal CNB promptly after BHLB NBT receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the registration qualifications of the shares of BHLB NBT Common Stock issuable pursuant to the Merger Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Merger Registration Statement, or for additional information, and BHLB NBT will provide Beacon Federal CNB with as many copies of such Merger Registration Statement and all amendments thereto promptly upon the filing thereof as Beacon Federal CNB may reasonably request. 8.2.3 Beacon Federal 8.2.3. CNB and BHLB NBT shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Beacon Federal CNB shall cooperate with BHLB NBT in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and BHLB NBT shall file an amended Merger Registration Statement with the SEC, and each of Beacon Federal CNB and BHLB NBT shall mail an amended Proxy Statement-Prospectus to their respective CNB's shareholders.