Common use of Amendment to Section 8 Clause in Contracts

Amendment to Section 8. 2. The following shall be added after the first paragraph of Section 8.2 of the Lease: “Tenant agrees that subject to the further provisions hereof, in the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease. Such notice shall include the name, address and a description of the business of the proposed assignee or subtenant and its most recent financial statements and such other evidence of financial responsibility as Landlord may reasonably request and a copy of the proposed sublease or assignment. Landlord shall then have a period of thirty (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects, in its sole discretion, either (a) to terminate this Lease as to the portion of the Premises which is the subject of the proposed sublease or assignment and lease direct to proposed subtenant or assignee as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space, or (b) to permit Tenant to assign or sublet such space, subject, however, to written consent of the assignee or subtenant by Landlord which consent shall not be unreasonably withheld, conditioned or delayed as hereinafter provided, or (c) to reasonably refuse to consent to Tenant’s assignment to subleasing such space and to continue this Lease in full force and effect as to the entire Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (c) above. If Landlord does not elect to terminate this Lease in accordance with option (a) above, Landlord’s consent to a proposed assignment of this Lease or sublease of the Premises will not be unreasonably withheld, delayed or conditioned. For purposes of this Lease, it shall be reasonable for Landlord to withhold consent if, in Landlord’s reasonable business judgment, any of the following conditions are not satisfied:

Amendment to Section 8. 21. The following Section 8.1 is hereby replaced in its entirety with the following: “Regal Bancorp will (i) as promptly as practicable, take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders (the “Regal Bancorp Stockholders Meeting”), for the purpose of considering this Agreement and the Merger, and for such other purposes as may be, in Regal Bancorp’s reasonable judgment, necessary or desirable, (ii) subject to Section 6.10, have its Board of Directors recommend approval of this Agreement to the Regal Bancorp stockholders (the “Regal Bancorp Recommendation”), (iii) include such recommendation in Proxy Statement and (iv) use commercially reasonable efforts to obtain from its stockholders the approval of the Merger and the Merger Agreement. Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be added after submitted to the first paragraph Regal Bancorp’s stockholders at the Regal Bancorp Stockholders Meeting whether or not (x) the Regal Bancorp’s Board of Section 8.2 Directors shall have effected a Regal Bancorp Subsequent Determination, or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Regal Bancorp or any of its advisors. Regal Bancorp shall not, without the prior written consent of SR Bancorp, adjourn or postpone the Regal Bancorp Stockholders Meeting; provided that Regal Bancorp may, without the prior written consent of SR Bancorp, adjourn or postpone the Regal Bancorp Stockholders Meeting (A) if, as of the Lease: “Tenant agrees that subject time for which the Regal Bancorp Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Regal Bancorp Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Regal Bancorp Stockholders Meeting, (B) after consultation with SR Bancorp, if the failure to adjourn or postpone the Regal Bancorp Stockholders Meeting would reasonably be expected to be a violation of applicable law without the distribution of any required supplement or amendment to the further provisions hereofProxy Statement, in or (C) after consultation with SR Bancorp, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the event Tenant should desire required approval of Regal Bancorp stockholders. SR Bancorp may require Regal Bancorp to assign this Lease adjourn, delay or sublet postpone the Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least Regal Bancorp Stockholders Meeting once for a period not to exceed thirty (30) calendar days in advance to solicit additional proxies necessary to obtain the required approval of Regal Bancorp stockholders. Once Regal Bancorp has established a record date for the Regal Bancorp Stockholders Meeting, Regal Bancorp shall not change such record date on which Tenant desires to make such assignment or sublease. Such notice shall include establish a different record date for the name, address and a description of Regal Bancorp Stockholders Meeting without the business of the proposed assignee or subtenant and its most recent financial statements and such other evidence of financial responsibility as Landlord may reasonably request and a copy of the proposed sublease or assignment. Landlord shall then have a period of thirty (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects, in its sole discretion, either (a) to terminate this Lease as to the portion of the Premises which is the subject of the proposed sublease or assignment and lease direct to proposed subtenant or assignee as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space, or (b) to permit Tenant to assign or sublet such space, subject, however, to prior written consent of SR Bancorp, unless required to do so by applicable law or the assignee Regal Bancorp Certificate of Incorporation or subtenant Bylaws or in connection with a postponement or adjournment of the Regal Bancorp Stockholders Meeting permitted by Landlord which this Section 8.1. Without the prior written consent shall not be unreasonably withheldof SR Bancorp, conditioned or delayed as hereinafter provided, or (c) to reasonably refuse to consent to Tenant’s assignment to subleasing such space the approval of the Merger and to continue this Lease in full force and effect as to the entire Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord Agreement shall be deemed the only matter that Regal Bancorp shall propose to have elected option be acted on by the stockholders of Regal Bancorp at the Regal Bancorp Stockholders Meeting (c) above. If Landlord does not elect to terminate this Lease in accordance with option (a) above, Landlord’s consent to a proposed assignment of this Lease or sublease other than other matters of the Premises will not be unreasonably withheld, delayed type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or conditioned. For purposes of this Lease, it shall be reasonable for Landlord to withhold consent if, in Landlord’s reasonable business judgment, any of the following conditions are not satisfied:transactions contemplated thereby).”

Amendment to Section 8. 2. The following Section 8.2(h) of the Credit Agreement is hereby amended in its entirety to read as follows: Indebtedness incurred by the Borrower to finance any Acquisition permitted under Section 8.8(i)(a "Permitted Acquisition") in an aggregate principal amount not to exceed $75,000,000 at any time outstanding; provided, that such Indebtedness is either (x) an Additional Acquisition Extension of Credit or (y) is subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; provided further, that (A) if such Indebtedness is to be incurred to finance a Permitted Acquisition prior to the consummation of such Permitted Acquisition, the Borrower must have entered into a definitive purchase agreement with respect to such Permitted Acquisition prior to incurring such Indebtedness and the Borrower shall either (x) consummate such Permitted Acquisition within 180 days from the incurrence of such Indebtedness or (y) either (I) in each case within 180 days from the incurrence of such Indebtedness (i) terminate such definitive purchase agreement, (ii) enter into another definitive purchase agreement with respect to another Permitted Acquisition (a "Replacement Acquisition") and (iii) consummate such Replacement Acquisition or (II) apply the Net Cash Proceeds of such Indebtedness toward the prepayment of the Term Loans as set forth in Section 4.2(e), and (B) if such Indebtedness is to be added incurred to finance a Permitted Acquisition after the first paragraph of Section 8.2 date of the Lease: “Tenant agrees that subject to the further provisions hereof, in the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice consummation of such desire at least thirty (30) Permitted Acquisition, such Indebtedness must be incurred within 180 days in advance of the date on which Tenant desires to make such assignment or sublease. Such notice shall include the name, address and a description of the business of the proposed assignee or subtenant and its most recent financial statements and such other evidence of financial responsibility as Landlord may reasonably request and a copy of the proposed sublease or assignment. Landlord shall then have a period of thirty (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects, in its sole discretion, either (a) to terminate this Lease as to the portion of the Premises which is the subject of the proposed sublease or assignment and lease direct to proposed subtenant or assignee as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space, or (b) to permit Tenant to assign or sublet such space, subject, however, to written consent of the assignee or subtenant by Landlord which consent shall not be unreasonably withheld, conditioned or delayed as hereinafter provided, or (c) to reasonably refuse to consent to Tenant’s assignment to subleasing such space and to continue this Lease in full force and effect as to the entire Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (c) above. If Landlord does not elect to terminate this Lease in accordance with option (a) above, Landlord’s consent to a proposed assignment of this Lease or sublease of the Premises will not be unreasonably withheld, delayed or conditioned. For purposes of this Lease, it shall be reasonable for Landlord to withhold consent if, in Landlord’s reasonable business judgment, any of the following conditions are not satisfied:Permitted Acquisition was consummated;

Amendment to Section 8. 22(a). The following Section 8.2(a) of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following: “If, after the Acquiror Shareholder Meeting the cash available in the Trust Account after deducting the amount required to satisfy the Acquiror Share Redemption Amount (the “Trust Amount”) is less than the sum of (x) Four Hundred Million Dollars ($400,000,000), plus (y) if applicable, an aggregate of approximately $24,150,000 of deferred underwriting commissions being held in the Trust Account (but in no event including any Transaction Expenses or transaction expenses of Acquiror or its Affiliates as set forth on a written statement to be delivered to the Holder pursuant to Section 2.4(d)) (the “Minimum Available Acquiror Cash Amount”), then, at the Closing, (i) if Holder has elected that, pursuant to and in accordance with the terms of the Purchase Agreement, the XX Xxxxxx shall purchase any amount of Primary Shares (as defined in the Purchase Agreement), then the Primary Purchase Price (as defined in the Purchase Agreement) to be paid in exchange for such Primary Shares (the “Investment Amount”) shall be added after counted towards the first paragraph of Minimum Available Acquiror Cash Amount and (ii) the Holder and its Affiliates shall, subject to Section 8.2 of the Lease: Holder Disclosure Letter, have the right (but not the obligation) to purchase additional shares of Acquiror Common Stock at a price per share of $10.00 (the “Tenant agrees that subject Additional Holder Equity Amount”) up to the further provisions hereof, in Minimum Available Acquiror Cash Amount less the event Tenant should desire to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least thirty (30) days in advance amount of the date on which Tenant desires Primary Purchase Price counted towards the Minimum Available Acquiror Cash Amount pursuant to make such assignment or sublease. Such notice shall include the name, address and a description of the business of the proposed assignee or subtenant and its most recent financial statements and such other evidence of financial responsibility as Landlord may reasonably request and a copy of the proposed sublease or assignment. Landlord shall then have a period of thirty clause (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects, in its sole discretion, either (a) to terminate this Lease as to the portion of the Premises which is the subject of the proposed sublease or assignment and lease direct to proposed subtenant or assignee as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space, or (b) to permit Tenant to assign or sublet such space, subject, however, to written consent of the assignee or subtenant by Landlord which consent shall not be unreasonably withheld, conditioned or delayed as hereinafter provided, or (c) to reasonably refuse to consent to Tenant’s assignment to subleasing such space and to continue this Lease in full force and effect as to the entire Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (c) above. If Landlord does not elect to terminate this Lease in accordance with option (ai) above, Landlord’s consent at which point the condition set forth in Section 10.3(d) shall be satisfied (the amount as calculated by adding the Trust Amount, the Additional Holder Equity Amount (if any) and the Investment Amount, the “Available Acquiror Cash”). Without limiting the foregoing, if the Available Acquiror Cash is reasonably expected to a proposed assignment of this Lease or sublease be less than $200,000,000, then the Holder and its Affiliates shall, subject to Section 8.2 of the Premises will not Holder Disclosure Letter, be unreasonably withheldentitled to purchase, delayed or conditioned. For arrange for the purchase by third Persons of, additional shares of Acquiror Common Stock at a price per share of $10.00 in an aggregate amount such that the Available Acquiror Cash is, at or immediately prior to the Closing, equal to at least $200,000,000 after giving effect to such purchases, and such purchases made pursuant to this sentence shall be added to the definition and amount of Available Acquiror Cash including for purposes of this LeaseSection 10.3(d). Acquiror shall reasonably cooperate with and shall take all actions reasonably required to effect the foregoing, it shall be reasonable for Landlord to withhold consent ifincluding, in Landlord’s reasonable business judgmentwithout limitation, any by issuing additional shares of the following conditions are not satisfied:Acquiror Common Stock.”