Common use of Material Contracts; Leases; Defaults Clause in Contracts

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Regal Bancorp nor any Regal Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp or any Regal Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iv) any agreement that by its terms limits the payment of dividends by Regal Bancorp or any Regal Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp or any Regal Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that would be applicable on or after the Closing Date to SR Bancorp or any SR Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bancorp or any Regal Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp or any Regal Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000. 4.8.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger, is listed in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.2 identifying the section of the lease that contains such requirement. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, neither Regal Bancorp nor any Regal Bancorp Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to Somerset Bank on or before the date hereof, are listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 and are in full force and effect on the date hereof, and neither Regal Bancorp nor any Regal Bancorp Subsidiary (nor, to the Knowledge of Regal Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal Bancorp or any Regal Bancorp Subsidiary is a party or under which Regal Bancorp or any Regal Bancorp Subsidiary may be liable contains provisions that permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal Bancorp or any Regal Bancorp Subsidiary or upon the occurrence of a subsequent event; or (y) requires Regal Bancorp or any Regal Bancorp Subsidiary to provide a benefit in the form of Regal Bancorp Common Stock or determined by reference to the value of Regal Bancorp Common Stock. 4.8.4. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.4, since December 31, 2021, through and including the date of this Agreement, neither Regal Bancorp nor Regal Bank has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 (which amounts have been previously made available to Somerset Bank), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bancorp Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by law, (iv) made or changed any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Regal Bancorp or Regal Bank, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Regal Bancorp or Regal Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in REGAL BANCORP VSB Bancorp DISCLOSURE SCHEDULE 4.8.14.9.1, neither Regal VSB Bancorp nor any Regal VSB Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee agreement that by its terms limits the payment of Regal dividends by VSB Bancorp or any Regal Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp or any Regal VSB Bancorp Subsidiary; (iiiii) any collective bargaining agreement with any labor union relating to employees of Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary; (iv) any agreement that by its terms limits the payment of dividends by Regal Bancorp or any Regal Bancorp Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that would be applicable on or after the Closing Date to SR Northfield Bancorp or any SR Northfield Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viiiiv) any other agreement, written or oral, that obligates Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary to pay for the payment of more than $25,000 annually or to pay for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment payment; or (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiiv) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, contract, commitment or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal understanding pursuant to which VSB Bancorp or any VSB Bancorp Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the involvement of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal VSB Bancorp or any VSB Bancorp Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of its Subsidiaries any joint venture with any third parties. VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 sets forth the payments due if any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in excess of VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 is terminated by VSB Bancorp or Northfield Bancorp prior to, in connection with, or immediately following the Merger, and where such payment or penalty would exceed $50,000100,000. 4.8.24.9.2. Each real estate lease that requires will require the consent of the lessor or its agent resulting from as a result of the Merger or by virtue of the Bank Mergerterms of any such lease, is listed in REGAL BANCORP VSB Bancorp DISCLOSURE SCHEDULE 4.8.2 4.9.2 identifying the section of the lease that contains such requirementprohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, neither Regal VSB Bancorp nor any Regal VSB Bancorp Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.34.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 4.9.1 and 4.8.2 4.9.2 have been made available to Somerset Bank Northfield Bancorp on or before the date hereof, are listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 hereof and are in full force and effect on the date hereof. Except as set forth in VSB Bancorp DISCLOSURE SCHEDULE 4.9.3, and neither Regal Bancorp nor any Regal Bancorp Subsidiary (nor, to the Knowledge of Regal Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary is a party or under which Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary may be liable contains provisions that permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No Except as set forth in VSB Bancorp DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (xi) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary or upon the occurrence of a subsequent event; , or (yii) requires Regal VSB Bancorp or any Regal VSB Bancorp Subsidiary to provide a benefit in the form of Regal VSB Bancorp Common Stock or determined by reference to the value of Regal VSB Bancorp Common Stock. 4.8.44.9.4. Except as set forth in REGAL BANCORP VSB Bancorp DISCLOSURE SCHEDULE 4.8.44.9.4, since December 31, 20212018, through and including the date of this Agreement, neither Regal VSB Bancorp nor Regal Bank any VSB Bancorp Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 (which amounts have been previously made available to Somerset Bank), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bancorp Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by law, (iv) made or changed any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Regal VSB Bancorp or Regal Bankany VSB Bancorp Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (viii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition disposition, other than loans and loan commitments, commitments in the ordinary course of business consistent with past practice; (viiiii) entered into any lease of real or personal property requiring annual payments in excess of $50,00025,000 or more than $75,000 over its remaining term, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, or (viiiiv) changed any accounting methods, principles or practices of Regal VSB Bancorp or Regal Bank any VSB Bancorp Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbancepolicy.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.14.9.1, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp NYB or any SR Bancorp NYB Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess with a vendor of $50,000, (vii) any agreement that relates to the disposition products or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreementservices, written or oral, that obligates Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to pay more than $25,000 annually or to pay for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment premium, or (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000. 4.8.24.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or by virtue of the Bank Mergerterms of any such lease, is listed in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.2 4.9.2 identifying the section of the lease that contains such requirementprohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledgethe Knowledge of Synergy, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.34.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 4.9.1 and 4.8.2 4.9.2 have been made available to Somerset Bank NYB on or before the date hereof, are listed on REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 4.9.1 or SYNERGY DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect on the date hereofhereof and, and neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary (nor, to the Knowledge of Regal Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any material respect under any term of, any such contract, arrangement or instrument. No Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is a party or under which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary may be liable contains provisions that which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary or upon the occurrence of a subsequent event; or (y) requires Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to provide a benefit in the form of Regal Bancorp Synergy Common Stock or determined by reference to the value of Regal Bancorp Synergy Common Stock. 4.8.44.9.4. Except as set forth disclosed in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.44.9.4, since December 31, 2021, through and including none of the date execution of this Agreement, neither Regal Bancorp nor Regal Bank has (i) except for approval of this Agreement by the stockholders of Synergy or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (A) normal increases for employees made result in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 (which amounts have been previously made available to Somerset Bank), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bancorp Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the granting meaning of stock optionsSection 280G of the Code), stock appreciation rightsforgiveness of indebtedness or otherwise) becoming due to any director or any employee of Synergy or any Synergy Subsidiary under any Synergy Compensation and Benefit Plan, performance awards(B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Synergy Compensation and Benefit Plan, (C) result in the breach or violation of, or restricted stock awards)a default under, stock purchase or other employee benefit plan, except to the extent required by lawany Synergy Compensation and Benefit Plan, (ivD) made limit or changed restrict the ability to merge, amend or terminate any material election Synergy Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal or state income tax purposes, (vpurposes pursuant to Section 162(m) made any material change in or 280G of the credit policies or procedures of Regal Bancorp or Regal Bank, Code and the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Regal Bancorp or Regal Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbanceregulations promulgated thereunder.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in REGAL BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Regal Boardwalk Bancorp nor any Regal Boardwalk Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Cape Bancorp or any SR Cape Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum20,000 annually; or (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement)agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000. 4.8.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank MergerMerger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in REGAL BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.2 identifying the section of the lease that contains such requirementprohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, neither Regal Boardwalk Bancorp nor any Regal Boardwalk Bancorp Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to Somerset Bank Cape Savings on or before the date hereof, are listed on REGAL BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 and are in full force and effect on the date hereof, and neither Regal Boardwalk Bancorp nor any Regal Boardwalk Bancorp Subsidiary (nor, to the Knowledge of Regal Boardwalk Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary is a party or under which Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary may be liable contains provisions that which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary or upon the occurrence of a subsequent event; or (y) requires Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary to provide a benefit in the form of Regal Boardwalk Bancorp Common Stock or determined by reference to the value of Regal Boardwalk Bancorp Common Stock. 4.8.4. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.4, since December 31, 2021, through and including the date of this Agreement, neither Regal Bancorp nor Regal Bank has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 (which amounts have been previously made available to Somerset Bank), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bancorp Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by law, (iv) made or changed any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Regal Bancorp or Regal Bank, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Regal Bancorp or Regal Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.8.15.8.1. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1Bridge Bancorp Disclosure Schedule 5.8.1, neither Regal Bridge Bancorp nor any Regal Bridge Bancorp Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material arrangement agreement with any past or present officer, director or employee of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp Bridge Bancorp, BNB Bank or any SR Bridge Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary to pay for the payment of more than $25,000 150,000 annually or to pay for the payment of more than $50,000 200,000 over its remaining term, which is not terminable with or without cause on 60 days’ or less notice without penalty or payment payment, (vii) that is a material intellectual property license or under which Bridge Bancorp or any Bridge Bancorp Subsidiary has licensed to others the right to use any intellectual property owned by Bridge Bancorp or any Bridge Bancorp Subsidiary, other than agreements licenses for commercially available commercial “off-the-shelf” software)or “shrink-wrap” software that have not been modified or customized for Bridge Bancorp or any Bridge Bancorp Subsidiary other than through customization tools made available by the applicable licensor, (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xiviii) that provides for indemnification by Regal Bancorp any rights to shareholders of Bridge Bancorp, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to Bridge Bancorp’s or any Bridge Bancorp Subsidiary’s Board of its Subsidiaries of any person Directors or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiiix) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000Subsidiary. 4.8.25.8.2. Each real estate lease that requires the consent of the lessor or its agent resulting from of the Merger or Bank Merger by virtue of the Bank Mergerterms of any such lease, is listed in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.2 identifying Bridge Bancorp Disclosure Schedule 5.8.2. 5.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 5.8.1 and 5.8.2 (“Bridge Bancorp Material Contracts”) have been made available to DCB on or before the section date hereof, and are, including to the extent applicable in the case of Bridge Bancorp Compensation and Benefit Plans, in full force and effect on the lease that contains such requirement. Subject date hereof and Bridge Bancorp has not (nor, to the Knowledge of Bridge Bancorp, has another party to any consents that may be required as a result of the transactions contemplated by this Agreementsuch contract, to its Knowledgearrangement or instrument) materially breached any provision of, neither Regal Bancorp nor any Regal Bancorp Subsidiary or is not in default in any material respect under any material contractterm of, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefitsany Bridge Bancorp Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.3material default or material breach. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to Somerset Bank on or before the date hereof, are Except as listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 and are in full force and effect on the date hereofBridge Bancorp Disclosure Schedule 5.8.3, and neither Regal Bancorp nor any Regal Bancorp Subsidiary (nor, to the Knowledge of Regal Bancorp, any other no party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument Bridge Bancorp Material Contract will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument Bridge Bancorp Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal Bancorp or any Regal Bancorp Subsidiary is a party or under which Regal Bancorp or any Regal Bancorp Subsidiary may be liable contains provisions that permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal Bancorp or any Regal Bancorp Subsidiary or upon the occurrence of a subsequent event; or (y) requires Regal Bancorp or any Regal Bancorp Subsidiary to provide a benefit in the form of Regal Bancorp Common Stock or determined by reference to the value of Regal Bancorp Common Stock. 4.8.45.8.4. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.4Bridge Bancorp Disclosure Schedule 5.8.4, since December 31, 20212019, through and including the date of this Agreement, neither Regal Bridge Bancorp nor Regal Bank any Bridge Bancorp Subsidiary has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1Bridge Bancorp Disclosure Schedule 5.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 2019 (which amounts have been previously made available to Somerset BankDCB), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1Bridge Bancorp Disclosure Schedule 5.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bridge Bancorp Common StockStock Options, any equity award under a Bridge Bancorp Stock Benefit Plan, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, except to the extent required by lawthe Patient Protection and Affordable Care Act and the regulations issued thereunder, (iv) made or changed any material election for federal or state income tax purposes, (v) made any material change in the credit policies or procedures of Regal Bridge Bancorp or Regal Bankany Bridge Bancorp Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000400,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Regal Bridge Bancorp or Regal Bank any Bridge Bancorp Subsidiary affecting its their assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.14.9.1, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ ' acceptances, Federal Home Loan Bank advances and “"treasury tax and loan” " accounts and transactions in "federal funds" in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp NYB or any SR Bancorp NYB Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess with a vendor of $50,000, (vii) any agreement that relates to the disposition products or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreementservices, written or oral, that obligates Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to pay more than $25,000 annually or to pay for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or payment premium, or (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000. 4.8.24.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or by virtue of the Bank Mergerterms of any such lease, is listed in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.2 4.9.2 identifying the section of the lease that contains such requirementprohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledgethe Knowledge of Synergy, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. 4.8.34.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 4.9.1 and 4.8.2 4.9.2 have been made available to Somerset Bank NYB on or before the date hereof, are listed on REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 4.9.1 or SYNERGY DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect on the date hereofhereof and, and neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary (nor, to the Knowledge of Regal Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any material respect under any term of, any such contract, arrangement or instrument. No Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is a party or under which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary may be liable contains provisions that which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary or upon the occurrence of a subsequent event; or (y) requires Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to provide a benefit in the form of Regal Bancorp Synergy Common Stock or determined by reference to the value of Regal Bancorp Synergy Common Stock. 4.8.44.9.4. Except as set forth disclosed in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.44.9.4, since December 31, 2021, through and including none of the date execution of this Agreement, neither Regal Bancorp nor Regal Bank has (i) except for approval of this Agreement by the stockholders of Synergy or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (A) normal increases for employees made result in the ordinary course of business consistent with past practice, or (B) as required by applicable law or the terms of agreements listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2021 (which amounts have been previously made available to Somerset Bank), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or as required or permitted under the terms of severance plans or policies listed on REGAL BANCORP DISCLOSURE SCHEDULE 4.12.1, as in effect as of the date hereof), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Regal Bancorp Common Stock, or any right to acquire any shares of its capital stock to any executive officer, director or employee, (iii) established or increased the benefits payable under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option payment (including, without limitation, severance, unemployment compensation, "excess parachute payment" (within the granting meaning of stock optionsSection 280G of the Code), stock appreciation rightsforgiveness of indebtedness or otherwise) becoming due to any director or any employee of Synergy or any Synergy Subsidiary under any Synergy Compensation and Benefit Plan, performance awards(B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Synergy Compensation and Benefit Plan, (C) result in the breach or violation of, or restricted stock awards)a default under, stock purchase or other employee benefit plan, except to the extent required by lawany Synergy Compensation and Benefit Plan, (ivD) made limit or changed restrict the ability to merge, amend or terminate any material election Synergy Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal or state income tax purposes, (vpurposes pursuant to Section 162(m) made any material change in or 280G of the credit policies or procedures of Regal Bancorp or Regal Bank, Code and the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (vi) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition other than loans and loan commitments, (vii) entered into any lease of real or personal property requiring annual payments in excess of $50,000, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of Regal Bancorp or Regal Bank affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbanceregulations promulgated thereunder.