Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp shall draft and prepare, and Regal Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of 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 Regal Bancorp to the Regal Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its 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 Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp shall provide SR Bancorp with any information concerning itself that Somerset Bank may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank shall notify Regal Bancorp promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC 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 the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp and Regal Bancorp 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. 8.2.3. Each Party hereto 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, the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Cape Bancorp Common Stock to be offered to holders of Regal Boardwalk Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Boardwalk Bancorp Stockholders Meeting, SR Cape Bancorp shall draft and prepare, and Regal Boardwalk Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements 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 Regal Boardwalk Bancorp to the Regal Boardwalk Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Cape Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Cape Bancorp and Regal Boardwalk Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Boardwalk Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Cape Bancorp shall also use its 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 Regal Boardwalk Bancorp shall furnish all information concerning Regal Boardwalk Bancorp and the holders of Regal Boardwalk Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Cape Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Boardwalk Bancorp shall provide SR Cape Bancorp with any information concerning itself that Somerset Bank Cape Savings may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Cape Savings shall notify Regal Boardwalk Bancorp promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC 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 SEC. The information to be provided by Regal Boardwalk Bancorp, Regal Bank, SR Cape Bancorp and Somerset Bank Cape Savings for inclusion in the ProxyProxy Statement-Statement Prospectus and the Conversion Prospectus willwill not, at the time such documents are filedthe Proxy Statement-Prospectus is mailed, be accurate in all material aspects and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. SR The information supplied, or to be supplied, by Boardwalk Bancorp, Cape Bancorp and Somerset Bank Cape Savings for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. Cape Bancorp and Cape Savings shall give Regal Boardwalk Bancorp and its counsel the opportunity to review, comment on and approve the Proxy Statement-Statement- Prospectus prior to its being filed with the SEC and shall give Regal Boardwalk Bancorp and its counsel the opportunity to review, comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, be limited to information with respect to Regal Boardwalk Bancorp, Regal Boardwalk Bank, the Merger and this Merger Agreement. Each of Somerset BankCape Savings, SR Cape Bancorp and Regal Boardwalk Bancorp agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Boardwalk Bancorp Common Stock entitled to vote at the Boardwalk Bancorp Stockholders Meeting referred to in Section 8.1 at the earliest practicable time. 8.2.3. Each Party party hereto shall promptly notify the other Party 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, the Parties parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Cape Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Boardwalk Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Boardwalk Bancorp’s stockholders.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (ax) of registering SR CU Bancorp Common Stock to be offered to holders of Regal CUB Common Stock in connection with the Bank Holding Company Formation and to be offered to the holders of PC Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal PC Bancorp Stockholders Shareholders Meeting and the CUB Shareholders Meeting, SR Bancorp CUB shall draft and prepare, and Regal PC Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersshareholders of CUB and PC Bancorp, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR CU Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal CU Bancorp shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal CUB and PC Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECtheir respective shareholders. SR CU Bancorp shall also use its 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 Regal PC Bancorp shall furnish all information concerning Regal Bancorp PC Bancorp, PCB and the holders of Regal PC Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal 8.1.2 PC Bancorp shall provide SR Bancorp CUB with any information concerning itself and PCB that Somerset Bank CUB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank CUB shall notify Regal PC Bancorp promptly of the receipt of any comments of the SEC or any blue sky administrator with respect to the Proxy Statement-Prospectus and of any requests by the SEC or any blue sky administrator for any amendment or supplement thereto or for additional information and shall provide to Regal PC Bancorp promptly copies of all correspondence between SR Bancorp, Somerset Bank CUB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank CUB shall give Regal PC Bancorp and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal PC Bancorp and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger AgreementSEC or any blue sky administrator. Each of Somerset Bank, SR Bancorp CUB and Regal PC Bancorp agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC or any blue sky administrator and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CUB Common Stock entitled to vote at the CUB Shareholders Meeting and to the holders of PC Bancorp Common Stock entitled to vote at the PC Bancorp Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto 8.1.3 PC Bancorp and CUB shall promptly notify the other Party 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, the Parties PC Bancorp shall cooperate with CUB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp CUB shall file an amended Merger Registration Statement with the SECSEC and blue sky administrators, as applicable, which amended Merger Registration Statement shall be mailed to the holders of CUB Common Stock entitled to vote at the CUB Shareholders Meeting and Regal to the holders of PC Bancorp shall mail an amended Proxy Statement-Prospectus Common Stock entitled to Regal Bancorp’s stockholdersvote at the PC Bancorp Shareholders Meeting at the earliest practicable time.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp Acquirer Common Stock to be offered to holders of Regal Bancorp Yardville Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Yardville Stockholders Meeting, SR Bancorp Acquirer and Yardville shall jointly draft and prepare, and Regal Bancorp shall cooperate in the preparation of, prepare the Merger Registration Statement, including a combined proxy statement of Yardville and prospectus or statements, of Acquirer 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 Regal Bancorp to the Regal Bancorp Yardville stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp The parties shall use their reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of SR Bancorp Acquirer and Regal Bancorp Yardville shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Yardville shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp Acquirer 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 Regal Bancorp Yardville shall furnish all information concerning Regal Bancorp Yardville and the holders of Regal Bancorp Yardville Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Each party shall provide SR Bancorp the other with any information concerning itself that Somerset Bank the other may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank each party shall notify Regal Bancorp the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp the other promptly copies of all correspondence between SR Bancorp, Somerset Bank such party or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light No filing of the circumstances under which they were madeMerger Registration Statement, not misleading. SR Bancorp and Somerset Bank including any amendment thereto shall give Regal Bancorp and its counsel be made without the parties each having the opportunity to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, revise the Merger and this Merger AgreementRegistration Statement. Each of Somerset Bank, SR Bancorp Acquirer and Regal Bancorp Yardville agrees to use all reasonable best efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained therein, in light holders of Yardville Common Stock entitled to vote at the circumstances under which they were made, not misleading. In such event, Yardville Stockholders Meeting hereof at the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp NYB Common Stock to be offered to holders of Regal Bancorp Synergy Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Synergy Stockholders Meeting, SR Bancorp NYB shall draft and prepare, and Regal Bancorp Synergy shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp Synergy stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of SR Bancorp NYB and Regal Bancorp Synergy shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Synergy shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NYB shall also use its 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 Regal Bancorp Synergy shall furnish all information concerning Regal Bancorp Synergy and the holders of Regal Bancorp Synergy Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Synergy shall provide SR Bancorp NYB with any information concerning itself that Somerset Bank NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank NYB shall notify Regal Bancorp Synergy promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Synergy promptly copies of all correspondence between SR Bancorp, Somerset Bank NYB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank NYB shall give Regal Bancorp Synergy and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Synergy and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NYB and Regal Bancorp Synergy agrees to use all reasonable best efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Synergy Common Stock entitled to vote at the Synergy Stockholders Meeting hereof at the earliest practicable time. 8.2.3. Each Party hereto Synergy and NYB shall promptly notify the other Party 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, the Parties Synergy shall cooperate with NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp NYB shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Synergy shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s the Synergy stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) For purposes (x) of registering SR Bancorp the offering of Customers Common Stock to be offered to holders of Regal Bancorp CMS Common Stock in connection with the Parent Merger with the SEC under the Securities Act and applicable state securities lawsAct, and (by) of holding the Regal Bancorp Stockholders CMS Meeting, SR Bancorp shall Customers will draft and prepare, and Regal Bancorp CMS shall cooperate participate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp CMS stockholders, together with any and all amendments or and supplements thereto, being herein referred to herein as the “Proxy Statement-Prospectus”). SR Bancorp Customers shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CMS agrees to cooperate, and CMS shall cause its Subsidiaries to cooperate, with Customers, its counsel and its accountants, in preparation of the Proxy Statement-Prospectus. Provided that CMS and its Subsidiaries have cooperated as required above, Customers agrees to file the Merger Registration Statement with the SEC as promptly as reasonably practicable but in no event later than thirty (30) calendar days after all applications relating to the consummation of the Parent Merger and the Subsidiary Merger have been filed with applicable Regulatory Authorities. Each of SR Bancorp Customers and Regal Bancorp CMS shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and Regal Bancorp Customers and CMS shall cooperate thereafter to promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECCMS shareholders. SR Bancorp shall also Customers agrees to use its best all reasonable efforts to obtain obtain, prior to the Effective Date, all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp shall . CMS agrees to furnish to Customers all information concerning Regal Bancorp CMS, its Subsidiaries, and the holders of Regal Bancorp Common Stock their respective officers, directors and stockholders as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated herebyforegoing sentence. 8.2.2. Regal Bancorp (b) CMS shall provide SR Bancorp Customers with any information concerning itself that Somerset Bank Customers may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Customers shall notify Regal Bancorp CMS promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp CMS promptly copies of all correspondence between SR Bancorp, Somerset Bank Customers or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Customers shall give Regal Bancorp CMS and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp CMS and its counsel the reasonable opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Customers and Regal Bancorp CMS agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CMS Common Stock entitled to vote at the CMS Meeting at the earliest practicable time. (c) Each of Customers and CMS agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement-Prospectus and Merger Registration Statement contains and any amendment or supplement thereto will, at the date of mailing to the stockholders of CMS Common Stock and at the time of the CMS Meeting, as the case may be, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, therein in light of the circumstances under which they were such statement is made, not false or misleading. In such event, Each of Customers and CMS further agrees that if it shall become aware prior to the Parties shall cooperate Effective Date of any information furnished by it that would cause any of the statements in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the SECstatements therein not false or misleading, to promptly inform the other party thereof and Regal Bancorp shall mail an amended to take the necessary steps to correct the Proxy Statement-Prospectus to Regal Bancorp’s stockholdersand Merger Registration Statement.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with As promptly as reasonably practicable following the Merger with the SEC under the Securities Act date hereof, Grizzly, Burgundy and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp Spinco shall draft and prepare, and Regal Bancorp Grizzly shall cooperate in file with the preparation ofSEC, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of 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 Regal Bancorp to the Regal Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, /Prospectus with the SEC. Each of SR Bancorp and Regal Bancorp shall use their best efforts respect to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its 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 Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp Grizzly shall use its reasonable best efforts to keep have such Proxy Statement/Prospectus cleared by the Merger SEC under the Exchange Act and the Registration Statement declared effective by the SEC under the Securities Act, as long promptly as is necessary reasonably practicable after such filings or at such other time as Burgundy, Spinco and Grizzly may agree. The Registration Statement and the Proxy Statement/Prospectus will comply as to consummate form in all material respects with the transactions contemplated herebyrequirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. 8.2.2. Regal Bancorp shall provide SR Bancorp with any information concerning itself that Somerset Bank may (b) As promptly as reasonably request practicable following the date hereof (in connection with the drafting and preparation event Burgundy elects to complete the Distribution by way of an Exchange Offer (followed by a Clean-Up Spin-Off)) or following the mailing of the Proxy Statement/Prospectus (in the event Burgundy elects to complete the Distribution by way of a One-ProspectusStep Spin-Off), in each case if required under the Securities Act and/or Exchange Act (or otherwise required by the SEC), Grizzly, Burgundy and Spinco shall prepare, and Somerset Bank Spinco shall notify Regal Bancorp file with the SEC, the Spinco Registration Statement and Spinco shall use its reasonable best efforts to have such Spinco Registration Statement declared effective by the SEC under the Securities Act, as promptly as practicable after such filings or at such other time as Burgundy, Spinco and Grizzly may agree. The Spinco Registration Statement will comply as to form in all material respects with the requirements of the receipt of any comments Securities Act and the rules and regulations of the SEC thereunder. (c) As promptly as practicable after the date on which the SEC shall clear (whether orally or in writing) the Proxy Statement/Prospectus and, if required by the SEC as a condition to the mailing of the Proxy Statement/Prospectus, the date on which the Registration Statement shall have been declared effective, Grizzly shall mail, or cause to be mailed, the Proxy Statement/Prospectus to its stockholders. (d) In the event Burgundy elects to complete the Distribution by way of an Exchange Offer (followed by a Clean-Up Spin-Off), as promptly as practicable after the date the Spinco Registration Statement has been declared effective, and to the extent such filings are required by applicable law, Grizzly, Burgundy and Spinco shall prepare and Burgundy will file with the SEC a Schedule TO (the “Schedule TO”). (e) Grizzly shall, as promptly as practicable after receipt thereof, provide to Burgundy copies of any written comments and advise Burgundy of any oral comments with respect to the Proxy Statement-/Prospectus and the Registration Statement received from the SEC. Burgundy shall, as promptly as practicable after receipt thereof, provide to Grizzly copies of any written comments and advise Grizzly of any oral comments with respect to the Spinco Registration Statement received from the SEC. (f) Grizzly shall provide Burgundy with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or Registration Statement (which comments shall be reasonably considered by Grizzly) prior to filing the same with the SEC, and with a copy of all such filings made with the SEC. Grizzly will advise Burgundy promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Grizzly Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (g) Burgundy shall provide Grizzly with a reasonable opportunity to review and comment on any amendment or supplement thereto to the Spinco Registration Statement or for additional information the Schedule TO (which comments shall be reasonably considered by Burgundy) prior to filing the same with the SEC, and shall provide to Regal Bancorp promptly copies with a copy of all correspondence between SR Bancorp, Somerset Bank or any of their representatives and such filings made with the SEC. The information Burgundy will advise Grizzly promptly after it receives notice thereof, of the time when the Spinco Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Spinco Common Stock issuable in connection with the Distribution for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Spinco Registration Statement or the Schedule TO or comments thereon and responses thereto or requests by the SEC for additional information. (h) If, at any time prior to be provided by Regal Bancorpthe Effective Time, Regal Bank, SR Bancorp and Somerset Bank for inclusion any event or circumstance should occur that results in the Proxy-Proxy Statement/Prospectus, the Registration Statement, the Spinco Registration Statement Prospectus and or the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any Schedule TO containing an untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity , or that otherwise should be described in an amendment or supplement to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed /Prospectus, the Registration Statement, the Spinco Registration Statement or the Schedule TO, Burgundy, Spinco and Grizzly shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and shall give Regal Bancorp mail, or cause to be mailed, to Grizzly’s stockholders each such amendment or supplement. (i) Burgundy and its counsel Spinco agree to promptly provide Grizzly with the opportunity information concerning Burgundy and Spinco and their respective Affiliates required to review, comment on and approve all amendments and supplements to be included in the Proxy Statement-/Prospectus and all responses to requests for additional information the Registration Statement. In furtherance of the foregoing, Burgundy and replies to comments prior to their being filed with, or sent to, the SEC, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 Spinco shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp and Regal Bancorp agrees to use all reasonable effortsbest efforts to, after consultation or shall use all reasonable best efforts to cause their respective representatives to, furnish promptly to Grizzly such additional financial and operating data and other information, as to their and their respective Subsidiaries’ businesses as Grizzly may require in connection with the other Party hereto, to respond promptly to all such comments preparation of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that the Proxy Statement-/Prospectus or and the Merger Registration Statement contains any untrue statement of a material fact or omits Statement. (j) Grizzly agrees to state a material fact promptly provide Burgundy and Spinco with the information concerning Grizzly and its Affiliates required to be stated therein or necessary to make included in the statements contained therein, in light Spinco Registration Statement and the Schedule TO. In furtherance of the circumstances under which they were madeforegoing, not misleading. In Grizzly shall use all reasonable best efforts to, or shall use all reasonable best efforts to cause its representatives to, furnish promptly to Burgundy and Spinco such eventadditional financial and operating data and other information, the Parties shall cooperate as to it and its Subsidiaries’ businesses as Burgundy and Spinco may require in connection with the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger the Spinco Registration Statement with and the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersSchedule TO.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (ai) of registering SR Bancorp CUNB Common Stock to be offered to holders of Regal Bancorp FENB Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities lawsAct, (ii) holding the FENB Shareholders Meeting, and (biii) of holding the Regal Bancorp Stockholders CUNB Shareholders Meeting, SR Bancorp CUNB shall draft and prepare, and Regal Bancorp FENB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersshareholders of FENB and CUNB, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp CUNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal Bancorp CUNB shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp CUNB and FENB shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECFENB’s shareholders and CUNB’s shareholders. SR Bancorp CUNB shall also use its 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 Regal Bancorp FENB shall furnish all information concerning Regal Bancorp FENB, and the holders of Regal Bancorp FENB Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp 8.1.2 FENB shall provide SR Bancorp CUNB with any information concerning itself that Somerset Bank CUNB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank CUNB shall notify Regal Bancorp FENB promptly of the receipt of any comments of the SEC or any blue sky administrator with respect to the Proxy Statement-Prospectus and of any requests by the SEC or any blue sky administrator for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp FENB promptly copies of all correspondence between SR Bancorp, Somerset Bank CUNB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank CUNB shall give Regal Bancorp FENB and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp FENB and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger AgreementSEC or any blue sky administrator. Each of Somerset Bank, SR Bancorp CUNB and Regal Bancorp FENB agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC or any blue sky administrator and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of common stock entitled to vote at the FENB Shareholders Meeting and at the CUNB Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto 8.1.3 FENB and CUNB shall promptly notify the other Party 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, the Parties FENB shall cooperate with CUNB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp CUNB shall file an amended Merger Registration Statement with the SECSEC and blue sky administrators, as applicable, which amended Merger Registration Statement shall be mailed to the holders of FENB Common Stock and Regal Bancorp shall mail an amended Proxy Statement-Prospectus CUNB Common Stock entitled to Regal Bancorp’s stockholdersvote at the FENB Shareholders Meeting and the CUNB Shareholders Meeting, respectively, at the earliest practicable time.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp William Penn Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders William Penn Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp William Penn shall cooperate in the preparation of, the Merger Registration Statement, including a combined joint proxy statement and prospectus or statementsprospectus, 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 Regal Bancorp to the Regal Bancorp stockholdersWilliam Penn shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall Mid Penn shall, as soon as practicable after the execution of this Agreement, file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of SR Bancorp Mid Penn and Regal Bancorp William Penn shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of William Penn and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by William Penn shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp William Penn shall furnish all information concerning Regal Bancorp William Penn and the holders of Regal Bancorp William Penn Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) William Penn shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp William Penn promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp William Penn promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp William Penn and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp William Penn and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp William Penn agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of William Penn Common Stock entitled to vote at the William Penn Shareholders’ Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders’ Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) William Penn and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties William Penn shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp William Penn, in its sole determination, shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe William Penn shareholders and Mid Penn shall, in its sole determination, mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Univest Common Stock to be offered to holders of Regal Bancorp Fox Chase Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Fox Chase Shareholders’ Meeting and the Univest Shareholders’ Meeting, SR Bancorp Univest shall draft and prepare, and Regal Bancorp Fox Chase shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersFox Chase shareholders and the Univest shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall Univest shall, as soon as is practicable (provided that Fox Chase has timely provided all information requested in writing by Univest or its counsel, within forty-five (45) days after the date hereof), file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of SR Bancorp Univest and Regal Bancorp Fox Chase shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Fox Chase and Univest shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Fox Chase shareholders and the SECUnivest shareholders. SR Bancorp Univest shall also use its best commercially reasonable 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 Regal Bancorp Fox Chase shall furnish all information concerning Regal Bancorp Fox Chase and the holders of Regal Bancorp Fox Chase Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Fox Chase shall provide SR Bancorp Univest with any information concerning itself that Somerset Bank Univest may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Univest shall notify Regal Bancorp Fox Chase promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Fox Chase promptly copies of all correspondence between SR Bancorp, Somerset Bank Univest or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Univest shall give Regal Bancorp Fox Chase and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Fox Chase and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Univest and Regal Bancorp Fox Chase agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Fox Chase Common Stock entitled to vote at the Fox Chase Shareholders Meeting and to the holders of the Univest Common Stock entitled to vote at the Univest Shareholders Meeting at the earliest practicable time. Univest will advise Fox Chase promptly after Univest receives notice of the time when the 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 qualifications of shares of Univest Common Stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose. 8.2.3. Each Party hereto (c) Fox Chase and Univest shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Fox Chase shall cooperate with Univest in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Univest shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Fox Chase shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Fox Chase shareholders and Univest shall mail an amended Proxy Statement-Prospectus to the Univest shareholders. (d) With respect to the ESOP, the ESOP trustee shall solicit participants in and beneficiaries of the ESOP to direct the ESOP trustee as to the voting of shares held in their respective accounts under the ESOP in accordance with the terms of the ESOP documents and applicable law, and the ESOP trustee shall vote the unallocated shares held under the ESOP, and the allocated shares for which no direction is received, in accordance with the terms of the ESOP.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp Westbank Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp Stockholders Westbank Shareholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp Westbank shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the "Merger Registration Statement"), including a combined proxy statement and prospectus or statements, 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 Regal Bancorp Westbank to the Regal Bancorp stockholdersWestbank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp NewAlliance shall provide Westbank and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp Westbank shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Westbank shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECshareholders. SR Bancorp NewAlliance shall also use its 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 Regal Bancorp Westbank shall furnish to NewAlliance all information concerning Regal Bancorp Westbank and the holders of Regal Bancorp Westbank Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp 8.2.2 Westbank shall provide SR Bancorp NewAlliance with any information concerning itself Westbank and its Subsidiaries that Somerset Bank NewAlliance may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement-Prospectus, and Somerset Bank each party shall notify Regal Bancorp the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Westbank promptly copies of all correspondence between SR Bancorp, Somerset Bank it or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and NewAlliance shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp provide Westbank and its counsel the with appropriate opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve all amendments and supplements to the Merger Registration Statement and 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NewAlliance and Regal Bancorp Westbank agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Westbank Common Stock entitled to vote at the Westbank Shareholders Meeting referred to in Section 8.1 hereof at the earliest practicable time. 8.2.3. Each Party hereto 8.2.3 Westbank and NewAlliance shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains contain any untrue statement of a material fact or omits omit 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, the Parties Westbank shall cooperate with NewAlliance in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Bancorp NewAlliance shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Westbank shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersWestbank's shareholders. Westbank, on the one hand, and NewAlliance on the other shall each provide to the other a "comfort" letter from its independent registered public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the Effective Date of the Merger, with respect to certain financial information regarding Westbank and NewAlliance in the Proxy Statement-Prospectus, respectively, each in form and substance which is customary in transactions such as the Merger, unless waived by the Parties.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp First Priority Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders First Priority Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp First Priority shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersFirst Priority shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Mid Penn shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Mid Penn and Regal Bancorp First Priority shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of First Priority and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by First Priority shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp First Priority shall furnish all information concerning Regal Bancorp First Priority and the holders of Regal Bancorp First Priority Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) First Priority shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp First Priority promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp First Priority promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp First Priority and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp First Priority and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp First Priority agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of First Priority Common Stock entitled to vote at the First Priority Shareholders Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) First Priority and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties First Priority shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp First Priority shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe First Priority shareholders and Mid Penn shall mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders. If requested by Mid Penn, First Priority shall obtain a “comfort” letter from its independent registered public accounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding First Priority, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp BMBC Common Stock to be offered to holders of Regal Bancorp RBPI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders RBPI Shareholders Meeting, SR Bancorp BMBC shall draft and prepare, and Regal Bancorp RBPI shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersRBPI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-ProspectusStatement‑Prospectus”). SR Bancorp BMBC shall file the Merger Registration Statement, including the Proxy Statement-ProspectusStatement‑Prospectus, with the SECSEC as soon as practicable after the date of this Agreement. Each of SR Bancorp BMBC and Regal Bancorp RBPI shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp RBPI shall thereafter promptly mail the Proxy Statement-Prospectus Statement‑Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its 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 Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated herebyRBPI shareholders. 8.2.2. Regal Bancorp RBPI shall provide SR Bancorp BMBC with any information concerning itself that Somerset Bank BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-ProspectusStatement‑Prospectus, and Somerset Bank BMBC shall notify Regal Bancorp RBPI promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus Statement‑Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp RBPI promptly copies of all correspondence between SR Bancorp, Somerset Bank BMBC or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank BMBC shall give Regal Bancorp RBPI and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus Statement‑Prospectus prior to its being filed with the SEC and shall give Regal Bancorp RBPI and its counsel the reasonable opportunity to review, review and comment on and approve all amendments and supplements to the Proxy Statement-Prospectus 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp BMBC and Regal Bancorp RBPI agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement‑Prospectus and all required amendments and supplements thereto to be mailed to the holders of RBPI Common Stock entitled to vote at the RBPI Shareholders Meeting at the earliest practicable time. BMBC will advise RBPI promptly after BMBC receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or the suspension of the qualifications of shares of BMBC Common Stock issuable pursuant to the Merger Registration Statement, or the initiation of any proceeding for any such purpose. 8.2.3. Each Party hereto RBPI and BMBC shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus 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, the Parties RBPI shall cooperate with BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus Statement‑Prospectus that corrects such misstatement or omission, and SR Bancorp BMBC shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp RBPI shall mail an amended Proxy Statement-Prospectus Statement‑Prospectus to Regal Bancorp’s stockholdersits shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp FNFG Common Stock to be offered to holders of Regal Bancorp FLBC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp FLBC Stockholders Meeting and First Niagara Financial Stockholders Meeting, SR Bancorp FNFG shall draft and prepare, and Regal Bancorp FLBC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements 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 Regal Bancorp FLBC to the Regal Bancorp FLBC stockholders and by First Niagara Financial to the First Niagara Financial stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp FNFG shall provide FLBC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp FNFG and Regal Bancorp FLBC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of FLBC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp FNFG shall also use its 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 Regal Bancorp FLBC shall furnish all information concerning Regal Bancorp FLBC and the holders of Regal Bancorp FLBC Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp FLBC shall provide SR Bancorp FNFG with any information concerning itself that Somerset Bank First Niagara Financial may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank First Niagara Financial shall notify Regal Bancorp FLBC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp FLBC promptly copies of all correspondence between SR BancorpFNFG, Somerset Bank First Niagara Financial or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp FNFG and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank First Niagara Financial shall give Regal Bancorp FLBC and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp FLBC and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset BankFirst Niagara Financial, SR Bancorp FNFG and Regal Bancorp FLBC agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained thereinholders of FLBC Common Stock and First Niagara Financial Group Common Stock entitled to vote at the FLBC Stockholders Meeting and First Niagara Financial Stockholders Meeting, respectively, referred to in light of Section 8.1 hereof at the circumstances under which they were made, not misleading. In such event, the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp First Clover Leaf Financial Common Stock to be offered to holders of Regal Bancorp CLFC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp Stockholders CLFC Shareholders Meeting and First Federal Financial Shareholders Meeting, SR Bancorp First Clover Leaf Financial shall draft and prepare, and Regal Bancorp CLFC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements 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 Regal Bancorp CLFC to the Regal Bancorp stockholdersCLFC shareholders and by First Federal Financial to the First Federal Financial shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp First Clover Leaf Financial shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp First Clover Leaf Financial and Regal Bancorp CLFC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of CLFC and First Clover Leaf Financial shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECshareholders. SR Bancorp First Clover Leaf Financial shall also use its 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 Regal Bancorp CLFC shall furnish all information concerning Regal Bancorp CLFC and the holders of Regal Bancorp CLFC Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp CLFC shall provide SR Bancorp First Clover Leaf Financial with any information concerning itself that Somerset Bank First Federal Financial may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank First Federal Financial shall notify Regal Bancorp CLFC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp CLFC promptly copies of all correspondence between SR BancorpFirst Clover Leaf Financial, Somerset Bank First Federal Financial or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank CLFC for inclusion in the ProxyProxy Statement-Statement Prospectus and the Conversion Prospectus willwill not, at the time such documents are filedthe Proxy Statement-Prospectus is mailed, be accurate in all material aspects and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. SR Bancorp The information supplied, or to be supplied, by CLFC for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. First Clover Leaf Financial and Somerset Bank First Federal Financial shall give Regal Bancorp CLFC and its counsel, which may be any independent third-party counsel selected by the board of directors of CLFC, the opportunity to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp CLFC and its counsel the opportunity to review, comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset BankFirst Federal Financial, SR Bancorp First Clover Leaf Financial and Regal Bancorp CLFC agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CLFC Common Stock and First Federal Financial Common Stock entitled to vote at the CLFC Shareholders Meeting and First Federal Financial Shareholders Meeting, respectively, referred to in Section 8.1 at the earliest practicable time. 8.2.3. Each Party hereto CLFC and First Federal Financial shall promptly notify the other Party 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, the Parties CLFC shall cooperate with First Federal Financial and First Clover Leaf Financial in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Bancorp First Clover Leaf Financial shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp each of CLFC, First Federal Financial and First Clover Leaf Financial shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersCLFC's and First Federal Financial's shareholders, respectively.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp Company Common Stock to be offered to holders of Regal Bancorp NHBT Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders NHBT Shareholders Meeting, SR Bancorp the Company shall draft and prepare, and Regal Bancorp NHBT shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of NHBT, and a prospectus or statements, of the Company 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 Regal Bancorp to the Regal Bancorp stockholdersNHBT shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp The Company shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp the Company and Regal Bancorp NHBT shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of NHBT and the Company shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECNHBT shareholders. SR Bancorp The Company shall also use its best commercially reasonable 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 Regal Bancorp NHBT shall furnish all information concerning Regal Bancorp NHBT and the holders of Regal Bancorp NHBT Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp NHBT shall provide SR Bancorp the Company with any information concerning itself that Somerset Bank the Company may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank the Company shall notify Regal Bancorp NHBT promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp NHBT promptly copies of all correspondence between SR Bancorp, Somerset Bank the Company or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Company shall give Regal Bancorp NHBT and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp NHBT and its counsel the reasonable opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp the Company and Regal Bancorp NHBT agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of NHBT Common Stock entitled to vote at their respective NHBT Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto NHBT and the Company shall promptly notify the other Party 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, the Parties NHBT shall cooperate with the Company in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp the Company shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp each party shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersits respective shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp First Sentry Bancshares Common Stock to be offered to holders of Regal Bancorp Guaranty Financial Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders Guaranty Financial Shareholders Meeting, SR Bancorp and the First Sentry Bancshares Shareholders Meeting, First Sentry Bancshares shall draft and prepare, and Regal Bancorp Guaranty Financial shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersGuaranty Financial shareholders and the First Sentry Bancshares shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp First Sentry Bancshares shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC and the Merger Registration Statement at the time it becomes effective shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the SEC. Each of SR Bancorp First Sentry Bancshares and Regal Bancorp Guaranty Financial shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Guaranty Financial and First Sentry Bancshares shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECtheir shareholders. SR Bancorp First Sentry Bancshares shall also use its reasonably 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 Regal Bancorp Guaranty Financial shall furnish all information concerning Regal Bancorp Guaranty Financial and the holders of Regal Bancorp Guaranty Financial Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Guaranty Financial shall provide SR Bancorp First Sentry Bancshares with any information concerning itself that Somerset Bank First Sentry Bancshares may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank First Sentry Bancshares shall notify Regal Bancorp Guaranty Financial promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Guaranty Financial promptly copies of all correspondence between SR Bancorp, Somerset Bank First Sentry Bancshares or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank First Sentry Bancshares shall give Regal Bancorp Guaranty Financial and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Guaranty Financial and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp First Sentry Bancshares and Regal Bancorp Guaranty Financial agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained therein, in light holders of Guaranty Financial Common Stock entitled to vote at the circumstances under which they were made, not misleading. In such event, Guaranty Financial Shareholders Meeting hereof at the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp Prudential Common Stock to be offered to holders of Regal Bancorp Polonia Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders Polonia Shareholders Meeting, SR Bancorp Prudential shall draft and prepare, and Regal Bancorp Polonia shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of Polonia, and a prospectus or statements, of Prudential 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 Regal Bancorp to the Regal Bancorp stockholdersPolonia shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Prudential shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Prudential and Regal Bancorp Polonia shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Polonia and Prudential shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECPolonia shareholders. SR Bancorp Prudential shall also use its best commercially reasonable 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 Regal Bancorp Polonia shall furnish all information concerning Regal Bancorp Polonia and the holders of Regal Bancorp Polonia Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Polonia shall provide SR Bancorp Prudential with any information concerning itself that Somerset Bank Prudential may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Prudential shall notify Regal Bancorp Polonia promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Polonia promptly copies of all correspondence between SR Bancorp, Somerset Bank Prudential or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Prudential shall give Regal Bancorp Polonia and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Polonia and its counsel the reasonable opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Prudential and Regal Bancorp Polonia agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Polonia Common Stock entitled to vote at their respective Polonia Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto Polonia and Prudential shall promptly notify the other Party 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, the Parties Polonia shall cooperate with Prudential in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Prudential shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp each party shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersits respective shareholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Univest Common Stock to be offered to holders of Regal Bancorp Valley Green Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Valley Green Shareholders’ Meeting and the Univest Shareholders’ Meeting, SR Bancorp Univest shall draft and prepare, and Regal Bancorp Valley Green shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersValley Green shareholders and the Univest shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Univest shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Univest and Regal Bancorp Valley Green shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Valley Green and Univest shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Valley Green shareholders and the SECUnivest shareholders. SR Bancorp Univest shall also use its best commercially reasonable 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 Regal Bancorp Valley Green shall furnish all information concerning Regal Bancorp Valley Green and the holders of Regal Bancorp Valley Green Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Valley Green shall provide SR Bancorp Univest with any information concerning itself that Somerset Bank Univest may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Univest shall notify Regal Bancorp Valley Green promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Valley Green promptly copies of all correspondence between SR Bancorp, Somerset Bank Univest or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Univest shall give Regal Bancorp Valley Green and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Valley Green and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Univest and Regal Bancorp Valley Green agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Valley Green Common Stock entitled to vote at the Valley Green Shareholders Meeting and to the holders of the Univest Common Stock entitled to vote at the Univest Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) Valley Green and Univest shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Valley Green shall cooperate with Univest in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Univest shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Valley Green shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Valley Green shareholders and Univest shall mail an amended Proxy Statement-Prospectus to the Univest shareholders. If requested by Univest, Valley Green shall obtain a “comfort” letter from its independent registered public accounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding Valley Green, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp BMBC Common Stock to be offered to holders of Regal Bancorp RBPI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders RBPI Shareholders Meeting, SR Bancorp BMBC shall draft and prepare, and Regal Bancorp RBPI shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersRBPI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC as soon as practicable after the date of this Agreement. Each of SR Bancorp BMBC and Regal Bancorp RBPI shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp RBPI shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its 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 Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated herebyRBPI shareholders. 8.2.2. Regal Bancorp RBPI shall provide SR Bancorp BMBC with any information concerning itself that Somerset Bank BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank BMBC shall notify Regal Bancorp RBPI promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp RBPI promptly copies of all correspondence between SR Bancorp, Somerset Bank BMBC or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank BMBC shall give Regal Bancorp RBPI and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp RBPI and its counsel the reasonable opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp BMBC and Regal Bancorp RBPI agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of RBPI Common Stock entitled to vote at the RBPI Shareholders Meeting at the earliest practicable time. BMBC will advise RBPI promptly after BMBC receives notice of the time when the Merger Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or the suspension of the qualifications of shares of BMBC Common Stock issuable pursuant to the Merger Registration Statement, or the initiation of any proceeding for any such purpose. 8.2.3. Each Party hereto RBPI and BMBC shall promptly notify the other Party 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, the Parties RBPI shall cooperate with BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp BMBC shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp RBPI shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersits shareholders.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes (ax) of registering SR Bancorp NEWCO Common Stock to be offered to holders of Regal Bancorp Alliance Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp Alliance Stockholders Meeting, SR Bancorp NEWCO, at its expense, shall draft and prepare, and Regal Bancorp Alliance shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NHSB in the Merger (the “Merger Registration Statement”), including a combined proxy statement and prospectus or statements, 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 Regal Bancorp Alliance to the Regal Bancorp Alliance stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp NEWCO shall provide Alliance and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NEWCO shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NEWCO and Regal Bancorp Alliance shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Alliance shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NEWCO shall also use its 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 Regal Bancorp Alliance shall furnish to NEWCO all information concerning Regal Bancorp Alliance and the holders of Regal Bancorp Alliance Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts Back to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.Contents 8.2.2. Regal Bancorp 8.2.2 Alliance shall provide SR Bancorp NEWCO with any information concerning itself Alliance and its Subsidiaries that Somerset Bank NEWCO may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement-Prospectus, and Somerset Bank each party shall notify Regal Bancorp the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Alliance promptly copies of all correspondence between SR Bancorp, Somerset Bank it or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and NEWCO shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp provide Alliance and its counsel the with appropriate opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve all amendments and supplements to the Merger Registration Statement and 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NEWCO and Regal Bancorp Alliance agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Alliance Common Stock entitled to vote at the Alliance Stockholders Meeting referred to in Section 8.1 hereof at the earliest practicable time. 8.2.3. Each Party hereto 8.2.3 Alliance and NEWCO shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains contain any untrue statement of a material fact or omits omit 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, the Parties Alliance shall cooperate with NEWCO in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Bancorp NEWCO shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Alliance shall mail an amended Proxy Statement-Prospectus to Regal BancorpAlliance’s stockholders. Alliance, on one hand, and NEWCO on the other shall each provide to the other a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding Alliance and NHSB, respectively, each in form and substance which is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp NYB Common Stock to be offered to holders of Regal Bancorp Synergy Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Synergy Stockholders Meeting, SR Bancorp NYB shall draft and prepare, and Regal Bancorp Synergy shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp Synergy stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of SR Bancorp NYB and Regal Bancorp Synergy shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Synergy shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NYB shall also use its 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 Regal Bancorp Synergy shall furnish all information concerning Regal Bancorp Synergy and the holders of Regal Bancorp Synergy Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Synergy shall provide SR Bancorp NYB with any information concerning itself that Somerset Bank NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank NYB shall notify Regal Bancorp Synergy promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Synergy promptly copies of all correspondence between SR Bancorp, Somerset Bank NYB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank NYB shall give Regal Bancorp Synergy and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Synergy and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NYB and Regal Bancorp Synergy agrees to use all reasonable best efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Synergy Common Stock entitled to vote at the Synergy Stockholders Meeting hereof at the earliest practicable time. 8.2.3. Each Party hereto Synergy and NYB shall promptly notify the other Party 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, the Parties Synergy shall cooperate with NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp NYB shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Synergy shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s the Synergy stockholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp Brunswick Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Brunswick Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp Brunswick shall cooperate in the preparation of, the Merger Registration Statement, including a combined joint proxy statement and prospectus or statementsprospectus, 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 Regal Bancorp to the Regal Bancorp stockholdersBrunswick shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Mid Penn shall as promptly as practicable after the date hereof file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of SR Bancorp Mid Penn and Regal Bancorp Brunswick shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Brunswick and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Brunswick shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp Brunswick shall furnish all information concerning Regal Bancorp Brunswick and the holders of Regal Bancorp Brunswick Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Brunswick shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp Brunswick promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Brunswick promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp Brunswick and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Brunswick and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp ▇▇▇▇▇▇▇▇▇ agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Brunswick Common Stock entitled to vote at the Brunswick Shareholders Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) Brunswick and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Brunswick shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Brunswick shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Brunswick shareholders and Mid Penn shall mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders. If requested by Mid Penn, Brunswick shall obtain a “comfort” letter from its independent registered public accounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of the consummation of the Merger, with respect to certain financial information regarding Brunswick, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with As promptly as reasonably practicable following the Merger with date hereof, the SEC under the Securities Act Company, MWV and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp Spinco shall draft and prepare, and Regal Bancorp the Company shall cooperate in file with the preparation ofSEC, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of 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 Regal Bancorp to the Regal Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, /Prospectus with the SEC. Each of SR Bancorp and Regal Bancorp shall use their best efforts respect to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its 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 Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp Company shall use its reasonable best efforts to keep have such Proxy Statement/Prospectus cleared by the Merger SEC under the Exchange Act and the Registration Statement declared effective by the SEC under the Securities Act, as long promptly as is necessary reasonably practicable after such filings or at such other time as MWV, Spinco and the Company may agree. The Registration Statement and the Proxy Statement/Prospectus will comply as to consummate form in all material respects with the transactions contemplated herebyrequirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. 8.2.2. Regal Bancorp shall provide SR Bancorp with any information concerning itself that Somerset Bank may (b) As promptly as reasonably request in connection with practicable following the drafting and preparation mailing of the Proxy Statement-/Prospectus, if required under the Securities Act and/or Exchange Act (or otherwise required by the SEC), the Company, MWV and Somerset Bank Spinco shall notify Regal Bancorp prepare, and Spinco shall file with the SEC, the Spinco Registration Statement and Spinco shall use its reasonable best efforts to have such Spinco Registration Statement declared effective by the SEC under the Securities Act, as promptly as practicable after such filings or at such other time as MWV, Spinco and the Company may agree. The Spinco Registration Statement will comply as to form in all material respects with the requirements of the receipt of any comments Securities Act and the rules and regulations of the SEC thereunder. (c) As promptly as practicable after the date on which the SEC shall clear (whether orally or in writing) the Proxy Statement/Prospectus and, if required by the SEC as a condition to the mailing of the Proxy Statement/Prospectus, the date on which the Registration Statement shall have been declared effective, the Company shall mail, or cause to be mailed, the Proxy Statement/Prospectus to its stockholders. (d) The Company shall, as promptly as practicable after receipt thereof, provide to MWV copies of any written comments and advise MWV of any oral comments with respect to the Proxy Statement-/Prospectus and the Registration Statement received from the SEC. MWV shall, as promptly as practicable after receipt thereof, provide to the Company copies of any written comments and advise the Company of any oral comments with respect to the Spinco Registration Statement received from the SEC. (e) The Company shall provide MWV with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or Registration Statement (which comments shall be reasonably considered by the Company) prior to filing the same with the SEC, and with a copy of all such filings made with the SEC. The Company will advise MWV promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (f) MWV shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement thereto or for additional information to the Spinco Registration Statement (which comments shall be reasonably considered by MWV) prior to filing the same with the SEC, and shall provide to Regal Bancorp promptly copies with a copy of all correspondence between SR Bancorp, Somerset Bank or any of their representatives and such filings made with the SEC. The information MWV will advise the Company promptly after it receives notice thereof, of the time when the Spinco Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Spinco Common Stock issuable in connection with the Distribution for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Spinco Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (g) If, at any time prior to be provided by Regal Bancorpthe Effective Time, Regal Bank, SR Bancorp and Somerset Bank for inclusion any event or circumstance should occur that results in the Proxy-Proxy Statement/Prospectus, the Registration Statement Prospectus and or the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any Spinco Registration Statement containing an untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity , or that otherwise should be described in an amendment or supplement to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed /Prospectus, the Registration Statement or the Spinco Registration Statement, MWV, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and shall give Regal Bancorp mail, or cause to be mailed, to the Company’s stockholders each such amendment or supplement. (h) MWV and its counsel Spinco agree to promptly provide the opportunity Company with the information concerning MWV and Spinco and their respective Affiliates required to review, comment on and approve all amendments and supplements to be included in the Proxy Statement-/Prospectus and all responses to requests for additional information the Registration Statement. In furtherance of the foregoing, MWV and replies to comments prior to their being filed with, or sent to, the SEC, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 Spinco shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp and Regal Bancorp agrees to use all reasonable effortsbest efforts to, after consultation or shall use all reasonable best efforts to cause their respective representatives to, furnish promptly to the Company such additional financial and operating data and other information, as to their and their respective Subsidiaries’ businesses as the Company may require in connection with the other Party hereto, to respond promptly to all such comments preparation of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that the Proxy Statement-/Prospectus or and the Merger Registration Statement contains any untrue statement of a material fact or omits Statement. (i) The Company agrees to state a material fact promptly provide MWV and Spinco with the information concerning the Company and its Affiliates required to be stated therein or necessary to make included in the statements contained therein, in light Spinco Registration Statement. In furtherance of the circumstances under which they were made, not misleading. In such eventforegoing, the Parties Company shall cooperate use all reasonable best efforts to, or shall use all reasonable best efforts to cause its representatives to, furnish promptly to MWV and Spinco such additional financial and operating data and other information, as to it and its Subsidiaries’ businesses as MWV and Spinco may require in connection with the preparation of a supplement or amendment to such Proxy the Spinco Registration Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholders.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (ax) of registering SR FB Bancorp Common Stock to be offered to holders of Regal Bancorp First Business Bank Common Stock in connection with the Merger Bank Holding Company Formation with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal 1st Pacific Bancorp Stockholders Shareholders Meeting and the First Business Bank Shareholders Meeting, SR Bancorp First Business Bank shall draft and prepare, and Regal 1st Pacific Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersshareholders of First Business Bank and 1st Pacific Bancorp, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR FB Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal FB Bancorp shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal First Business Bank and 1st Pacific Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECtheir respective shareholders. SR FB Bancorp shall also use its 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 Regal 1st Pacific Bancorp shall furnish all information concerning Regal Bancorp 1st Pacific Bancorp, 1st Pacific Bank and the holders of Regal 1st Pacific Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal 8.1.2 1st Pacific Bancorp shall provide SR Bancorp First Business Bank with any information concerning itself and 1st Pacific Bank that Somerset First Business Bank may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset First Business Bank shall notify Regal 1st Pacific Bancorp promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal 1st Pacific Bancorp promptly copies of all correspondence between SR Bancorp, Somerset First Business Bank or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset First Business Bank shall give Regal 1st Pacific Bancorp and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal 1st Pacific Bancorp and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp First Business Bank and Regal 1st Pacific Bancorp agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained therein, in light holders of First Business Bank Common Stock entitled to vote at the circumstances under which they were made, not misleading. In such event, First Business Bank Shareholders Meeting and to the Parties shall cooperate in holders of 1st Pacific Bancorp Common Stock entitled to vote at the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR 1st Pacific Bancorp shall file an amended Merger Registration Statement with Shareholders Meeting at the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp Scottdale Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Scottdale Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp Scottdale shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersScottdale shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Mid Penn shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Mid Penn and Regal Bancorp Scottdale shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Scottdale and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Scottdale shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp Scottdale shall furnish all information concerning Regal Bancorp Scottdale and the holders of Regal Bancorp Scottdale Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Scottdale shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp Scottdale promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Scottdale promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp Scottdale and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Scottdale and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp Scottdale agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Scottdale Common Stock entitled to vote at the Scottdale Shareholders Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) Scottdale and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Scottdale shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Scottdale shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Scottdale shareholders and Mid Penn shall mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders. If requested by Mid Penn, Scottdale shall obtain a “comfort” letter from its independent registered public accounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding Scottdale, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp Riverview Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Riverview Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp Riverview shall cooperate in the preparation of, the Merger Registration Statement, including a combined joint proxy statement and prospectus or statementsprospectus, 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 Regal Bancorp to the Regal Bancorp stockholdersRiverview shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall Mid Penn shall, as soon as practicable (but no later than 60 days after the execution of this Agreement), file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of SR Bancorp Mid Penn and Regal Bancorp Riverview shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Riverview and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Riverview shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp Riverview shall furnish all information concerning Regal Bancorp Riverview and the holders of Regal Bancorp Riverview Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Riverview shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp Riverview promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Riverview promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp Riverview and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Riverview and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp Riverview agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Riverview Common Stock entitled to vote at the Riverview Shareholders Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) Riverview and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Riverview shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Riverview shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Riverview shareholders and Mid Penn shall mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp shall draft and prepare, and Regal Bancorp shall The parties hereto will cooperate in the preparation of, the Merger Registration Statement, including a combined of an appropriate proxy statement and statement/prospectus or statements, satisfying all applicable regulations, rules and requirements of state securities and banking laws, and of the Securities Exchange Commission (the "SEC") promulgated under the Securities Exchange Act and of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder state law (such proxy statement/prospectus in the form mailed by Regal Bancorp UStel to the Regal Bancorp UStel stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-/Prospectus”"). SR Bancorp shall file the Merger Registration Statement, including . (b) Arcada will furnish such information concerning itself as is necessary to be included in the Proxy Statement-/Prospectus. Arcada agrees promptly to advise UStel if at any time prior to the UStel Stockholders' Meeting any information provided by Arcada for inclusion in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. Arcada will continue to furnish UStel with such supplemental information as may be necessary in order to cause such Proxy Statement/Prospectus insofar as it relates to Arcada, after the mailing thereof to UStel stockholders, to remain accurate and complete. (c) UStel will, as promptly as practicable, file with the SEC. Each of SR Bancorp SEC a registration statement on Form S-4, or any such successor form (together with any and Regal Bancorp shall use their best efforts to have all amendments or supplements thereto, the Merger "Registration Statement declared effective Statement"), containing the Proxy Statement/Prospectus in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Merger Shares and the shares of UStel Common Stock issuable in connection with the Merger upon conversion of the Convertible Debentures. UStel will use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail to cause the Proxy Statement-/Prospectus to its stockholders; provided, such be cleared for mailing shall not occur until under federal securities law and state law at the Conversion Registration Statement earliest practicable date and UStel will advise Arcada promptly when the Proxy Statement/Prospectus has been declared effective by cleared for mailing. UStel will take any and all other action required to be taken under any applicable federal or state securities laws in connection with the SEC. SR Bancorp shall also issuance of the Merger Shares, the Convertible Debentures and the shares of UStel Common Stock issuable upon conversion of the Convertible Debentures. (d) UStel will use its best efforts to obtain all necessary state register and qualify the securities law covered by such Registration Statement under such other securities or “Blue Sky” permits blue sky laws of such jurisdictions as shall be reasonably requested by the shareholders; provided that UStel shall not be required in connection therewith or as a condition thereto to qualified to do business or to file a general consent to service of process in any such states or jurisdictions, unless UStel is already subject to service in such jurisdiction and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock except as may be reasonably requested in connection with any required by the Securities Act. (e) UStel will cause all such action. SR Bancorp shall use reasonable best efforts shares of UStel Common Stock registered pursuant to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated herebybe listed on each securities exchange and/or Nasdaq Stock Market on which similar securities issued by UStel are then listed. 8.2.2. Regal Bancorp (f) UStel shall provide SR Bancorp with any information concerning itself that Somerset Bank may reasonably request bear and pay all expenses incurred in connection with the drafting and preparation registration, filing or qualification of the Proxy Statement-Prospectus, shares of UStel Common Stock issued and Somerset Bank shall notify Regal Bancorp promptly of issuable in connection with the receipt of any comments of the SEC Merger with respect to the Proxy Registration Statement-Prospectus , including (without limitation) all registration, filing and of any requests by the SEC for any amendment qualification fees and printers and accounting fees relating 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 the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp and Regal Bancorp 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 SECapportionable thereto. 8.2.3. Each Party hereto 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, the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Mid Penn Common Stock to be offered to holders of Regal Bancorp Phoenix Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Phoenix Shareholders’ Meeting and the Mid Penn Shareholders’ Meeting, SR Bancorp Mid Penn shall draft and prepare, and Regal Bancorp Phoenix shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersPhoenix shareholders and the Mid Penn shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Mid Penn shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Mid Penn and Regal Bancorp Phoenix shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Phoenix and Mid Penn shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Phoenix shareholders and the SECMid Penn shareholders. SR Bancorp Mid Penn shall also use its best commercially reasonable 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 Regal Bancorp Phoenix shall furnish all information concerning Regal Bancorp Phoenix and the holders of Regal Bancorp Phoenix Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp (b) Phoenix shall provide SR Bancorp Mid Penn with any information concerning itself that Somerset Bank Mid Penn may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Mid Penn shall notify Regal Bancorp Phoenix promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Phoenix promptly copies of all correspondence between SR Bancorp, Somerset Bank Mid Penn or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank Mid Penn shall give Regal Bancorp Phoenix and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Phoenix and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp Mid Penn and Regal Bancorp Phoenix agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Phoenix Common Stock entitled to vote at the Phoenix Shareholders’ Meeting and to the holders of the Mid Penn Common Stock entitled to vote at the Mid Penn Shareholders’ Meeting at the earliest practicable time. 8.2.3. Each Party hereto (c) Phoenix and Mid Penn shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any an 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, the Parties Phoenix shall cooperate with Mid Penn in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp Mid Penn shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp Phoenix shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Phoenix shareholders and Mid Penn shall mail an amended Proxy Statement-Prospectus to the Mid Penn shareholders. If requested by Mid Penn, Phoenix shall obtain a “comfort” letter from its independent registered public accounting firm, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding Phoenix, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR New Provident Bancorp Common Stock to be offered to holders of Regal Bancorp ENBHC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal ENBHC Shareholders Meeting and Provident Bancorp Stockholders Shareholders Meeting, SR New Provident Bancorp shall draft and prepare, and Regal Bancorp ENBHC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements 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 Regal ENBHC to the ENBHC shareholders and by Provident Bancorp to the Regal Provident Bancorp stockholdersshareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR New Provident Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR New Provident Bancorp and Regal Bancorp ENBHC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal each of ENBHC and New Provident Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECshareholders. SR New Provident Bancorp shall also use its 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 Regal Bancorp ENBHC shall furnish all information concerning Regal Bancorp ENBHC and the holders of Regal Bancorp ENBHC Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp ENBHC shall provide SR New Provident Bancorp with any information concerning itself that Somerset Bank Provident Bancorp may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank Provident Bancorp shall notify Regal Bancorp ENBHC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp ENBHC promptly copies of all correspondence between SR New Provident Bancorp, Somerset Bank Provident Bancorp or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank ENBHC for inclusion in the ProxyProxy Statement-Statement Prospectus and the Conversion Prospectus willwill not, at the time such documents are filedthe Proxy Statement-Prospectus is mailed, be accurate in all material aspects and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. SR The information supplied, or to be supplied, by ENBHC for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. New Provident Bancorp and Somerset Bank Provident Bancorp shall give Regal Bancorp ENBHC and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp ENBHC and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset BankProvident Bancorp, SR New Provident Bancorp and Regal Bancorp ENBHC agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that SEC and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained thereinholders of ENBHC Common Stock and Provident Bancorp Common Stock entitled to vote at the ENBHC Shareholders Meeting and Provident Bancorp Shareholders Meeting, respectively, referred to in light of Section 8.1 hereof at the circumstances under which they were made, not misleading. In such event, the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp NYB Common Stock to be offered to holders of Regal Bancorp PennFed Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp PennFed Stockholders Meeting, SR Bancorp NYB shall draft and prepare, and Regal Bancorp PennFed shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp PennFed stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SECSEC within 45 days after the date hereof. Each of SR Bancorp NYB and Regal Bancorp PennFed shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp PennFed shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NYB shall also use its 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 Regal Bancorp PennFed shall furnish all information concerning Regal Bancorp PennFed and the holders of Regal Bancorp PennFed Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp PennFed shall provide SR Bancorp NYB with any information concerning itself that Somerset Bank NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank NYB shall notify Regal Bancorp PennFed promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp PennFed promptly copies of all correspondence between SR Bancorp, Somerset Bank NYB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank NYB shall give Regal Bancorp PennFed and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp PennFed and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NYB and Regal Bancorp PennFed agrees to use all reasonable best efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of PennFed Common Stock entitled to vote at the PennFed Stockholders Meeting hereof at the earliest practicable time. 8.2.3. Each Party hereto PennFed and NYB shall promptly notify the other Party 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, the Parties PennFed shall cooperate with NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp NYB shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp PennFed shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s the PennFed stockholders.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (ax) of registering SR Bancorp FCAL Common Stock to be offered to holders of Regal Bancorp PSBK Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders PSBK Shareholders Meeting, SR Bancorp FCAL shall draft and prepare, and Regal Bancorp PSBK shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersshareholders of PSBK, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp FCAL shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal Bancorp FCAL shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp FCAL and PSBK shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECPSBK’s shareholders. SR Bancorp FCAL shall also use its 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 Regal Bancorp PSBK shall furnish all information concerning Regal Bancorp PSBK, and the holders of Regal Bancorp PSBK Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp 8.1.2 PSBK shall provide SR Bancorp FCAL with any information concerning itself that Somerset Bank FCAL may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank FCAL shall notify Regal Bancorp PSBK promptly of the receipt of any comments of the SEC or any blue sky administrator with respect to the Proxy Statement-Prospectus and of any requests by the SEC or any blue sky administrator for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp PSBK promptly copies of all correspondence between SR Bancorp, Somerset Bank FCAL or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank FCAL shall give Regal Bancorp PSBK and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp PSBK and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger AgreementSEC or any blue sky administrator. Each of Somerset Bank, SR Bancorp FCAL and Regal Bancorp PSBK agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at SEC or any time it becomes aware that blue sky administrator and to cause the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact and all required amendments and supplements thereto to be stated therein or necessary mailed to make the statements contained therein, in light holders of common stock entitled to vote at the circumstances under which they were made, not misleading. In such event, PSBK Shareholders Meeting at the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersearliest practicable time.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp CBI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp CBI Stockholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp CBI shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the “Merger Registration Statement”), including a combined proxy statement and prospectus or statements, 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 Regal Bancorp CBI to the Regal Bancorp CBI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp NewAlliance shall provide CBI and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp CBI shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp CBI shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NewAlliance shall also use its 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 Regal Bancorp CBI shall furnish to NewAlliance all information concerning Regal Bancorp CBI and the holders of Regal Bancorp CBI Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp 8.2.2 CBI shall provide SR Bancorp NewAlliance with any information concerning itself CBI and its Subsidiaries that Somerset Bank NewAlliance may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement-Prospectus, and Somerset Bank each party shall notify Regal Bancorp the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp CBI promptly copies of all correspondence between SR Bancorp, Somerset Bank it or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and NewAlliance shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp provide CBI and its counsel the with appropriate opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve all amendments and supplements to the Merger Registration Statement and 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NewAlliance and Regal Bancorp CBI agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CBI Common Stock entitled to vote at the CBI Stockholders Meeting referred to in Section 8.1 hereof at the earliest practicable time. 8.2.3. Each Party hereto 8.2.3 CBI and NewAlliance shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains contain any untrue statement of a material fact or omits omit 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, the Parties CBI shall cooperate with NewAlliance in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Bancorp NewAlliance shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp CBI shall mail an amended Proxy Statement-Prospectus to Regal BancorpCBI’s stockholders. CBI, on the one hand, and NewAlliance on the other shall each provide to the other a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the Effective Date of the Merger, with respect to certain financial information regarding CBI and NewAlliance in the Proxy Statement-Prospectus, respectively, each in form and substance which is customary in transactions such as the Merger, unless waived by the Parties.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp BMBC Common Stock to be offered to holders of Regal Bancorp CBH Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders CBH Shareholders Meeting and the BMBC Shareholders Meeting, SR Bancorp BMBC shall draft and prepare, and Regal Bancorp CBH shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersCBH and BMBC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp BMBC and Regal Bancorp CBH shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of CBH and BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECCBH and BMBC shareholders. SR Bancorp BMBC shall also use its best commercially reasonable 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 Regal Bancorp CBH shall furnish all information concerning Regal Bancorp CBH and the holders of Regal Bancorp CBH Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp CBH shall provide SR Bancorp BMBC with any information concerning itself that Somerset Bank BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank BMBC shall notify Regal Bancorp CBH promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp CBH promptly copies of all correspondence between SR Bancorp, Somerset Bank BMBC or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank BMBC shall give Regal Bancorp CBH and its counsel the reasonable opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp CBH and its counsel the reasonable opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp BMBC and Regal Bancorp CBH agrees to use all commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CBH Common Stock and BMBC Common Stock entitled to vote at the their respective Shareholders Meetings at the earliest practicable time. 8.2.3. Each Party hereto CBH and BMBC shall promptly notify the other Party 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, the Parties CBH shall cooperate with BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp BMBC shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp each party shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersits respective shareholders.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp CBI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp CBI Stockholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp CBI shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the "Merger Registration Statement"), including a combined proxy statement and prospectus or statements, 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 Regal Bancorp CBI to the Regal Bancorp CBI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp NewAlliance shall provide CBI and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp CBI shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp CBI shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NewAlliance shall also use its 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 Regal Bancorp CBI shall furnish to NewAlliance all information concerning Regal Bancorp CBI and the holders of Regal Bancorp CBI Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp 8.2.2 CBI shall provide SR Bancorp NewAlliance with any information concerning itself CBI and its Subsidiaries that Somerset Bank NewAlliance may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement-Prospectus, and Somerset Bank each party shall notify Regal Bancorp the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp CBI promptly copies of all correspondence between SR Bancorp, Somerset Bank it or any of their its representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and NewAlliance shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp provide CBI and its counsel the with appropriate opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve all amendments and supplements to the Merger Registration Statement and 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp NewAlliance and Regal Bancorp CBI agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of CBI Common Stock entitled to vote at the CBI Stockholders Meeting referred to in Section 8.1 hereof at the earliest practicable time. 8.2.3. Each Party hereto 8.2.3 CBI and NewAlliance shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains contain any untrue statement of a material fact or omits omit 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, the Parties CBI shall cooperate with NewAlliance in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that which corrects such misstatement or omission, and SR Bancorp NewAlliance shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp CBI shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s CBI's stockholders. CBI, on the one hand, and NewAlliance on the other shall each provide to the other a "comfort" letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the Effective Date of the Merger, with respect to certain financial information regarding CBI and NewAlliance in the Proxy Statement-Prospectus, respectively, each in form and substance which is customary in transactions such as the Merger, unless waived by the Parties.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp BCB Common Stock to be offered to holders of Regal Bancorp Allegiance Bank Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders Allegiance Bank Shareholders Meeting, SR Bancorp BCB shall draft and prepare, and Regal Bancorp Allegiance Bank shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, 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 Regal Bancorp to the Regal Bancorp stockholdersAllegiance Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp BCB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp BCB and Regal Bancorp Allegiance Bank shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Allegiance Bank shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECAllegiance Bank shareholders. SR Bancorp BCB shall also use its 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 Regal Bancorp Allegiance Bank shall furnish all information concerning Regal Bancorp Allegiance Bank and the holders of Regal Bancorp Allegiance Bank Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp Allegiance Bank shall provide SR Bancorp BCB with any information concerning itself that Somerset Bank BCB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank BCB shall notify Regal Bancorp Allegiance Bank promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp Allegiance Bank promptly copies of all correspondence between SR Bancorp, Somerset Bank BCB or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SR Bancorp and Somerset Bank BCB shall give Regal Bancorp Allegiance Bank and its counsel the opportunity to review, review and comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp Allegiance Bank and its counsel the opportunity to review, review and comment on and approve 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, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp BCB and Regal Bancorp Allegiance Bank agrees to use all reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the SECSEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Allegiance Bank Common Stock entitled to vote at the Allegiance Bank Shareholders Meeting hereof at the earliest practicable time. 8.2.3. Each Party hereto Allegiance Bank and BCB shall promptly notify the other Party 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, the Parties Allegiance Bank shall cooperate with BCB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp BCB shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp each of Allegiance Bank shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholdersthe Allegiance Bank shareholders. If requested by BCB, Allegiance Bank shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding Allegiance Bank, in form and substance that is customary in transactions such as the Merger.