Common use of Antitakeover Provisions Inapplicable; Required Vote of Stockholders Clause in Contracts

Antitakeover Provisions Inapplicable; Required Vote of Stockholders. The Merger and the transactions contemplated hereby are exempt from Section 14A:10A of the NJBCA (the New Jersey Shareholders Protection Act). The affirmative vote of a majority of the votes cast by holders of Regal Bancorp Common Stock entitled to vote on the Agreement and the Merger is required to approve this Agreement and the Merger under Regal Bancorp’s certificate of incorporation and the NJBCA.

Antitakeover Provisions Inapplicable; Required Vote of Stockholders. The Merger and the transactions contemplated hereby are exempt from Section 14A:10A of the NJBCA (the New Jersey Shareholders Protection Act). The affirmative vote of a majority of the votes cast by holders of Regal Boardwalk Bancorp Common Stock entitled to vote on the Agreement and the Merger is required to approve this Agreement and the Merger under Regal Boardwalk Bancorp’s certificate of incorporation and the NJBCA.