Common use of Exchange Procedures in Absence of Effective Election Forms Submitted Prior to Election Deadline Clause in Contracts

Exchange Procedures in Absence of Effective Election Forms Submitted Prior to Election Deadline. Within five (5) business days after the Effective Time, SR Bancorp shall take all steps necessary to cause the Exchange Agent to mail to each record holder of Regal Bancorp Common Stock immediately prior to the Effective Time who has not surrendered an Election Form representing all of the shares of Regal Bancorp Common Stock owned by such holder pursuant to Section 3.2.3, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares into which the Regal Bancorp Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal (which shall be subject to the reasonable approval of Regal Bancorp) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Promptly, but no more than five (5) business days after proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a statement evidencing shares of SR Bancorp Common stock held in book-entry form, or at SR Bancorp’s sole discretion, a certificate, in either case representing, in the aggregate, that number of shares of SR Bancorp Common Stock (if any) to which such former holder of Regal Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, (ii) a check representing that amount of cash (if any) to which such former holder of Regal Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of SR Bancorp Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 3.3.3, and the Certificate so surrendered shall forthwith be canceled. Each outstanding Certificate which prior to the Effective Time represented Regal Bancorp Common Stock and that was not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership (including, without limitation, for purposes of voting and dividends) of the number of shares of SR Bancorp Common Stock and/or the right to receive the amount of Cash Consideration that such Regal Bancorp Common Stock shall have been converted. In the event of a transfer of ownership of Regal Bancorp Common Stock that is not registered in the transfer records of Regal Bancorp, a book-entry statement, or at SR Bancorp’s sole discretion, a certificate representing, in the aggregate, the proper number of shares of Regal Bancorp Common Stock and/or check in the proper amount pursuant to Section 3.1.2 may be issued with respect to such Regal Bancorp Common Stock, as the case may be, to such a transferee if the Certificate formerly representing such shares of Regal Bancorp Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. No interest will be paid or accrued on the cash payable in lieu of fractional shares. Persons who have submitted an effective Election Form as provided in Section 3.2.3 and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 3.3.

Exchange Procedures in Absence of Effective Election Forms Submitted Prior to Election Deadline. Within five (5) business days after the Effective Time, SR Cape Bancorp shall take all steps necessary to cause the Exchange Agent to mail to each record holder of Regal Boardwalk Bancorp Common Stock immediately prior to the Effective Time who has not surrendered an Election Form and Certificates representing all of the shares of Regal Boardwalk Bancorp Common Stock owned by such holder pursuant to Section 3.2.3, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares into which the Regal Boardwalk Bancorp Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal (which shall be subject to the reasonable approval of Regal Boardwalk Bancorp) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Promptly, but no more than five (5) business days days, after proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a statement evidencing shares of SR Bancorp Common stock held in book-entry form, or at SR Bancorp’s sole discretion, a certificate, in either case certificate representing, in the aggregate, that number of shares of SR Cape Bancorp Common Stock (if any) to which such former holder of Regal Boardwalk Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, (ii) a check representing that amount of cash (if any) to which such former holder of Regal Boardwalk Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of SR Cape Bancorp Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 3.3.3, and the Certificate so surrendered shall forthwith be canceled. Each outstanding Certificate which prior to the Effective Time represented Regal Boardwalk Bancorp Common Stock and that which was not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership (including, without limitation, for purposes of voting and dividends) of the number of shares of SR Cape Bancorp Common Stock and/or the right to receive the amount of Cash Consideration that which such Regal Boardwalk Bancorp Common Stock shall have been converted. In the event of a transfer of ownership of Regal Boardwalk Bancorp Common Stock that which is not registered in the transfer records of Regal Boardwalk Bancorp, a book-entry statement, or at SR Bancorp’s sole discretion, a certificate representing, in the aggregate, the proper number of shares of Regal Boardwalk Bancorp Common Stock and/or check in the proper amount pursuant to Section 3.1.2 may be issued with respect to such Regal Boardwalk Bancorp Common Stock, as the case may be, to such a transferee if the Certificate formerly representing such shares of Regal Boardwalk Bancorp Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. No interest will be paid or accrued on the cash payable in lieu of fractional shares. Certificates surrendered for exchange by any person who is an “affiliate” of Boardwalk Bancorp for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Cape Bancorp Common Stock until Cape Bancorp or Cape Savings has received the written agreement of such person contemplated by Section 8.5. Persons who have submitted an effective Election Form as provided in Section 3.2.3 and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 3.3.