Common use of The Conversion Clause in Contracts

The Conversion. Commencing promptly after the date of this Agreement, SR Bancorp and Somerset Bank will take all reasonable steps necessary to effect the Conversion. In addition, without limiting the generality of the foregoing, Somerset Bank and Regal Bancorp shall cause the following to be done: 8.3.1. Somerset Bank will (i) as promptly as practicable after the Conversion Registration Statement is declared effective by the SEC, and the requisite approvals from the Bank Regulators have been obtained, take all steps necessary to duly call, give notice of, convene and hold a meeting of Depositors (the “Depositors Meeting”) for the purpose of approving the Plan of Conversion, and for such other purposes as may be, in the reasonable judgment of Somerset Bank, necessary or desirable, (ii) recommend to Depositors the approval of the aforementioned matters to be submitted by it to Depositors, and (iii) use commercially reasonable efforts to obtain from its depositors the approval of the Conversion. 8.3.2. Somerset Bank and SR Bancorp will use all reasonable efforts to prepare and file all regulatory applications required in connection with the Conversion. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity to review and comment on all such applications prior to their being filed with any Bank Regulator and shall give Regal Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to such applications and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, any Bank Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.2 shall be subject to Section 12.13 and limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Somerset Bank shall notify Regal Bancorp promptly of the receipt of any comments of any Bank Regulator with respect to such applications and of any requests by any Bank Regulator for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp promptly copies of all correspondence between SR Bancorp, Somerset Bank or any of their representatives and any Bank Regulator. 8.3.3. Somerset Bank and SR Bancorp shall prepare as promptly as practicable, and Regal Bancorp shall cooperate in the preparation of, the Conversion Prospectus. Such Conversion Prospectus shall be a part of the Conversion Registration Statement. SR Bancorp shall file the Conversion Registration Statement with the SEC. SR Bancorp shall use its reasonable best efforts to have the Conversion Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. 8.3.4. Regal Bancorp shall provide Somerset Bank and SR Bancorp with any information concerning it that Somerset Bank or SR Bancorp may reasonably request in connection with the Conversion Prospectus, and Somerset Bank shall notify Regal Bancorp promptly of the receipt of any comments of the SEC, and any Bank Regulator with respect to the Conversion Prospectus and of any requests by the SEC, any Bank Regulator for any amendment or supplement thereto or for additional information, and, subject to Section 12.13, shall provide to Regal Bancorp promptly copies of all correspondence between SR Bancorp or any representative of SR Bancorp and the SEC, or any Bank Regulator. SR Bancorp shall give Regal Bancorp and its counsel the opportunity to review and comment on the Conversion Prospectus prior to its being filed with the SEC, and any Bank Regulator and shall give Regal Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to the Conversion Prospectus and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, the SEC and any Bank Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.4 shall be subject to Section 12.13 and limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp, Regal Bancorp and Regal Bank agrees to use all reasonable efforts, after consultation with the other Parties hereto, to respond promptly to all such comments of and requests by the SEC, and any Bank Regulator. 8.3.5. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that the Conversion Prospectus or the Conversion 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, Regal Bancorp shall cooperate with Somerset Bank and SR Bancorp in the preparation of a supplement or amendment to such Conversion Prospectus, which corrects such misstatement or omission, and SR Bancorp shall file an amended Conversion Registration Statement with the SEC. Regal Bancorp shall provide to SR Bancorp, Somerset Bank and the underwriter for the sale of SR Bancorp Common Stock in the Conversion Offering a “comfort” letter from the independent certified public accountants for Regal Bancorp, dated as of the date of the Conversion Prospectus and updated as of the date of consummation of the Conversion, with respect to certain financial information regarding Regal Bancorp, each in form and substance that is customary in transactions such as the Conversion, and shall cause its counsel to deliver to the underwriter for the Conversion such opinions as Somerset Bank and SR Bancorp may reasonably request. 8.3.6. The aggregate price for which the shares of SR Bancorp Common Stock are sold to purchasers in the Conversion Offering shall be based on the Independent Valuation. The Independent Valuation shall be expressed as a range, the maximum and minimum of which shall vary 15% above and below the midpoint of such range. The maximum of such range may be increased by an additional 15%. 8.3.7. The Merger and Bank Merger shall occur immediately following the consummation of the Conversion and the issuance of shares thereunder.

The Conversion. Commencing promptly after the date of this Agreement, SR Cape Bancorp and Somerset Bank Cape Savings will take all reasonable steps necessary to effect the Conversion. In addition, without limiting the generality of the foregoing, Somerset Bank and Regal Bancorp Cape Savings shall cause the following to be done: 8.3.1. Somerset Bank Cape Savings will (i) as promptly as practicable after the Conversion Registration Statement is declared effective by the SEC, and the requisite approvals from the Bank Regulators have been obtained, take all steps necessary to duly call, give notice of, convene and hold a meeting of Depositors (the “Depositors Meeting”) for the purpose of approving the Plan of Conversion, and for such other purposes as may be, in the reasonable judgment of Somerset BankCape Savings, necessary or desirable, (ii) subject to the fiduciary responsibility of the Board of Directors of Cape Savings as advised by counsel, recommend to Depositors the approval of the aforementioned matters to be submitted by it to Depositors, and (iii) use commercially reasonable efforts cooperate and consult with Boardwalk Bancorp with respect to obtain from its depositors the approval each of the Conversionforegoing matters. 8.3.2. Somerset Bank Cape Savings and SR Cape Bancorp will use all reasonable efforts to prepare and file all required regulatory applications required in connection with the Conversion. SR Cape Bancorp and Somerset Bank Cape Savings shall give Regal Boardwalk Bancorp and its counsel the opportunity to review and comment on all such applications prior to their being filed with the OTS or any Bank Regulator and shall give Regal Boardwalk Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to such applications and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, the OTS or any Bank Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.2 shall be subject to Section 12.13 and limited to information with respect to Regal Boardwalk Bancorp, Regal Boardwalk Bank, the Merger and this Merger Agreement. Somerset Bank Cape Savings shall notify Regal Boardwalk Bancorp promptly of the receipt of any comments of the OTS or any Bank Regulator with respect to such applications and of any requests by the OTS or any Bank Regulator for any amendment or supplement thereto or for additional information and shall provide to Regal Boardwalk Bancorp promptly copies of all correspondence between SR Cape Bancorp, Somerset Bank Cape Savings or any of their representatives and the OTS or any Bank Regulator. 8.3.3. Somerset Bank Cape Savings and SR Cape Bancorp shall prepare as promptly as practicable, and Regal Boardwalk Bancorp shall cooperate in the preparation of, the Conversion Prospectus. Such Conversion Prospectus shall be a part of incorporated into the Conversion Registration Statement. SR Cape Bancorp shall file the Conversion Registration Statement with the SEC. SR Cape Bancorp shall use its reasonable best efforts to have the Conversion Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. 8.3.4. Regal Boardwalk Bancorp shall provide Somerset Bank Cape Savings and SR Cape Bancorp with any information concerning it that Somerset Bank Cape Savings or SR Cape Bancorp may reasonably request in connection with the Conversion Prospectus, and Somerset Bank Cape Savings shall notify Regal Boardwalk Bancorp promptly of the receipt of any comments of the SEC, the OTS and any other Bank Regulator with respect to the Conversion Prospectus and of any requests by the SEC, the OTS or any other Bank Regulator for any amendment or supplement thereto or for additional information, and, subject to Section 12.13, and shall provide to Regal Boardwalk Bancorp promptly copies of all correspondence between SR Cape Bancorp or any representative of SR Cape Bancorp and the SEC, the OTS or any other Bank Regulator. SR Cape Bancorp shall give Regal Boardwalk Bancorp and its counsel the opportunity to review and comment on the Conversion Prospectus prior to its being filed with the SEC, the OTS and any Bank Regulator and shall give Regal Boardwalk Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to the Conversion Prospectus and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, the SEC SEC, the OTS and any Bank Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.4 shall be subject to Section 12.13 and limited to information with respect to Regal Boardwalk Bancorp, Regal Boardwalk Bank, the Merger and this Merger Agreement. . Each of Somerset BankCape Savings, SR Bancorp, Regal Cape Bancorp and Regal Bank Boardwalk Bancorp agrees to use all reasonable efforts, after consultation with the other Parties party hereto, to respond promptly to all such comments of and requests by the SEC, the OTS and any Bank RegulatorRegulator and to cause the Conversion Prospectus and all required amendments and supplements thereto to be mailed to Depositors at the earliest practicable time. 8.3.5. Each Party party hereto shall promptly notify the other Party party if at any time it becomes aware that the Conversion Prospectus or the Conversion 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, Regal Boardwalk Bancorp shall cooperate with Somerset Bank Cape Savings and SR Cape Bancorp in the preparation of a supplement or amendment to such Conversion Prospectus, which corrects such misstatement or omission, and SR Cape Bancorp shall file an amended Conversion Registration Statement with the SEC. Regal Boardwalk Bancorp shall provide to SR Cape Bancorp, Somerset Bank Cape Savings and the underwriter placement agent for the sale of SR Cape Bancorp Common Stock in the Conversion Offering a “comfort” letter from the independent certified public accountants for Regal Boardwalk Bancorp, dated as of the date of the Conversion Prospectus and updated as of the date of consummation of the Conversion, with respect to certain financial information regarding Regal Boardwalk Bancorp, each in form and substance that which is customary in transactions such as the Conversion, and shall cause its counsel to deliver to the underwriter placement agent for the Conversion such opinions as Somerset Bank Cape Savings and SR Cape Bancorp may reasonably request. 8.3.6. The aggregate price for which the shares of SR Cape Bancorp Common Stock are sold to purchasers in the Conversion Offering shall be based on the Independent Valuation. The Independent Valuation shall be expressed as a range, the maximum and minimum of which shall vary 15% above and below the midpoint of such range. The , and the maximum of such range may be increased by an additional 15%. 8.3.7. The Merger and Bank Merger shall occur immediately following If any shares of Cape Bancorp Common Stock that are offered for sale in the consummation subscription offering that is conducted as part of the Conversion and Offering remain unsold then, at Cape Savings’ discretion, such shares may be issued to Boardwalk Bancorp stockholders as part of the issuance of shares thereunderMerger Consideration if necessary to complete the Conversion.

The Conversion. Commencing promptly after the date of this Agreement, SR HV Bancorp and Somerset HV Bank will take all reasonable steps necessary to effect the Conversion. In addition, without limiting the generality of the foregoing, Somerset HV Bank and Regal Bancorp shall cause the following to be done: 8.3.1. Somerset (a) HV Bank will (i) as promptly as practicable after the Conversion Registration Statement is declared effective by the SEC, and the requisite approvals from the Bank Banking Regulators have been obtained, take all steps necessary to duly call, give notice of, convene and hold a meeting of Depositors Members (the “Depositors HV Bank Members Meeting”) for the purpose of approving the Plan of Conversion, and for such other purposes as may be, in the reasonable judgment of Somerset HV Bank, necessary or desirable, (ii) subject to the fiduciary responsibility of the Board of Directors of HV Bank as advised by counsel, recommend to Depositors Members the approval of the aforementioned matters to be submitted by it to DepositorsMembers, and (iii) use commercially reasonable efforts cooperate and consult with Victory Bancorp with respect to obtain from its depositors the approval each of the Conversionforegoing matters. 8.3.2. Somerset (b) HV Bank and SR HV Bancorp will use all reasonable efforts to prepare and file all required regulatory applications required in connection with the Conversion. SR HV Bancorp and Somerset HV Bank shall give Regal Victory Bancorp and its counsel the opportunity to review and comment on all such applications prior to their being filed with any Bank Banking Regulator and shall give Regal Victory Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to such applications and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, to any Bank Banking Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.2 5.15(b) shall be subject to Section 12.13 and limited to information with respect to Regal Victory Bancorp, Regal Victory Bank, the Merger and this Merger Agreement. Somerset HV Bank shall notify Regal Victory Bancorp promptly of the receipt of any comments of any Bank Banking Regulator with respect to such applications and of any requests by any Bank Banking Regulator for any amendment or supplement thereto or for additional information and shall provide to Regal Victory Bancorp promptly copies of all correspondence between SR HV Bancorp, Somerset HV Bank or any of their representatives and any Bank Banking Regulator. 8.3.3. Somerset (c) HV Bank and SR HV Bancorp shall prepare as promptly as practicable, and Regal Victory Bancorp shall cooperate in the preparation of, the Conversion Prospectus. Such Conversion Prospectus shall be a part of incorporated into the Conversion Registration Statement. SR HV Bancorp shall file the Conversion Registration Statement with the SEC. SR HV Bancorp shall use its reasonable best efforts to have the Conversion Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. 8.3.4. Regal (d) Victory Bancorp shall provide Somerset HV Bank and SR HV Bancorp with any information concerning it that Somerset HV Bank or SR HV Bancorp may reasonably request in connection with the Conversion Prospectus, and Somerset HV Bank shall notify Regal Victory Bancorp promptly of the receipt of any comments of the SEC, SEC and any Bank other Banking Regulator with respect to the Conversion Prospectus and of any requests by the SEC, SEC or any Bank other Banking Regulator for any amendment or supplement thereto or for additional information, and, subject to Section 12.13, and shall provide to Regal Victory Bancorp promptly copies of all correspondence between SR HV Bancorp or any representative of SR HV Bancorp and the SEC, SEC or any Bank Banking Regulator. SR HV Bancorp shall give Regal Victory Bancorp and its counsel the opportunity to review and comment on the Conversion Prospectus prior to its being filed with the SEC, SEC and any Bank Banking Regulator and shall give Regal Victory Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to the Conversion Prospectus and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, the SEC and any Bank Banking Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.4 5.15(d) shall be subject to Section 12.13 and limited to information with respect to Regal Victory Bancorp, Regal Victory Bank, the Merger and this Merger Agreement. Each of Somerset HV Bank, SR Bancorp, Regal HV Bancorp and Regal Bank Victory Bancorp agrees to use all reasonable efforts, after consultation with the other Parties party hereto, to respond promptly to all such comments of and requests by the SEC, SEC and any Bank RegulatorBanking Regulator and to cause the Conversion Prospectus and all required amendments and supplements thereto to be mailed to Members at the earliest practicable time. 8.3.5. (e) Each Party party hereto shall promptly notify the other Party party if at any time it becomes aware that the Conversion Prospectus or the Conversion 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, Regal Victory Bancorp shall cooperate with Somerset HV Bank and SR HV Bancorp in the preparation of a supplement or amendment to such Conversion Prospectus, which corrects such misstatement or omission, and SR HV Bancorp shall file an amended Conversion Registration Statement with the SEC. Regal Victory Bancorp shall provide to SR HV Bancorp, Somerset HV Bank and the underwriter placement agent for the sale of SR HV Bancorp Common Stock in the Conversion Offering a “comfort” letter from the independent certified public accountants for Regal Victory Bancorp, dated as of the date of the Conversion Prospectus and updated as of the date of consummation of the Conversion, with respect to certain financial information regarding Regal Victory Bancorp, each in form and substance that which is customary in transactions such as the Conversion, and shall cause its counsel to deliver to the underwriter placement agent for the Conversion such opinions as Somerset HV Bank and SR HV Bancorp may reasonably request. 8.3.6. (f) The aggregate price for which the shares of SR HV Bancorp Common Stock are sold to purchasers in the Conversion Offering shall be based on the Independent Valuation. The Independent Valuation shall be expressed as a range, the maximum and minimum of which shall vary 15% above and below the midpoint of such range. The , and the maximum of such range may be increased by an additional 15%. 8.3.7. The Merger and Bank Merger shall occur immediately following (g) If any shares of HV Bancorp Common Stock that are offered for sale in the consummation subscription offering that is conducted as part of the Conversion and Offering remain unsold then, at HV Bank’s discretion, subject to any necessary regulatory approvals of the issuance Banking Regulators, such shares may be issued to Victory Bancorp stockholders as part of shares thereunderthe Merger Consideration if necessary to complete the Conversion.