7,762,500 Shares
(subject to increase up to 8,926,875 shares
in the event of an increase in the pro forma market
value of the Common Stock)
Roma
Financial Corporation
(a Federally-chartered stock holding company)
Common Stock
(par value $0.10 per share)
AGENCY AGREEMENT
May ___, 2006
SANDLER O'NEILL + PARTNERS, L.P.
919 Third Avenue, 6th Floor
New York, New York 10022
Ladies and Gentlemen:
Roma
Financial Corporation,
a Federally-chartered stock holding company
(the "Company"), Roma
Financial Corporation,
MHC, a Federally-chartered mutual
holding company (the "MHC"), and Roma Bank, a Federally-chartered savings bank
(the "Bank"), hereby
confirm their
agreement with Sandler
O'Neill + Partners,
L.P. ("Sandler
O'Neill" or the
"Agent") with respect
to the offer and sale by
the Company of up to
7,762,500 shares
(subject to increase up to 8,926,875
shares in the
event of an increase in the pro forma market value of the
Company's common stock) of the Company's common stock, par value
$0.10 per share
(the "Common
Stock"). The shares of Common Stock to be
sold by the Company in
the Offerings (as defined below) are hereinafter called the "Securities." In
addition, as described
herein, the Company
expects to contribute up to 258,750
shares (subject to
increase up to 297,563 shares in the event of an increase in
the pro forma market
value of the Company's
common stock) of Common Stock to
Roma Bank Community Foundation, a charitable foundation (the
"Foundation"), such
shares hereinafter being referred to as the "Foundation
Shares."
The
Securities
are being offered for
sale and the
Foundation Shares
are
being contributed
in accordance with the Stock Issuance Plan (such plan as
amended to date, the "Plan") adopted by the Boards of Directors
of the Company,
the MHC and the Bank,
which provides for a stock offering of up to 49.9% of the
Common Stock of the Company.
Pursuant to the Plan,
the Company will offer to certain depositors of the
Bank and to the Bank's tax qualified employee benefit plans, including the
Bank's employee stock ownership plan
1
<PAGE>
(the "ESOP") (collectively, the "Employee Plans"),
rights to subscribe
for the
Securities in a
subscription offering
(the "Subscription
Offering").
To the
extent Securities
are not subscribed for
in the Subscription
Offering, such
Securities may be
offered to certain members of the general public in a
community offering
(the "Community
Offering"), with
preference given first to
natural persons
residing in Mercer and
Burlington Counties,
New Jersey,
and
second to other
natural persons
residing in New Jersey to whom the Company
delivers a Prospectus (as hereinafter defined). The Community Offering,
which
together with the
Subscription
Offering, as each may be extended or
reopened
from time to time, are
herein referred to as
the "Subscription
and Community
Offering," may be commenced concurrently with, during or after, the
Subscription
Offering. It is
currently anticipated by the Bank and the Company that any
Securities not subscribed for in the Subscription and Community
Offering will be
offered, subject to
Section 2 hereof, in a syndicated community offering (the
"Syndicated Community
Offering").
The Subscription and
Community Offering and
the Syndicated
Community Offering are
hereinafter referred
to collectively as
the "Offerings."
In
connection
with the Offerings and
pursuant to the terms of the Plan as
described in the
Prospectus,
the Bank intends to
establish the Foundation.
Immediately following
the consummation of the Offerings, subject to compliance
with certain conditions as may be imposed by regulatory
authorities, the Company
will contribute
$200,000 in cash and
newly issued shares of Common Stock in an
amount equal to 1.00% of the number of shares that will be
outstanding following
the shares sold in the Offerings and issued to the MHC.
The
Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No.
333-132415), including a
related prospectus,
for the registration of the Securities and
the Foundation
Shares under the Securities Act of 1933, as amended (the
"Securities Act"),
has
filed such amendments thereto, if any, and such amended
prospectuses as may have
been required to the
date hereof by the
Commission
in order to declare
such
registration statement
effective,
and will file such additional amendments
thereto and
such amended prospectuses and prospectus supplements as may
hereafter be required.
Such registration statement (as amended to date, if
applicable, and as
from time to time amended or supplemented hereafter) and the
prospectuses
constituting a part thereof (including in each case all
documents
incorporated or
deemed to be incorporated by reference therein and the
information, if any,
deemed to be a part thereof pursuant to the rules and
regulations of the
Commission under the
Securities
Act, as from time to
time
amended or
supplemented
pursuant to the Securities Act or otherwise (the
"Securities Act Regulations")), are hereinafter referred to as the
"Registration
Statement" and the
"Prospectus,"
respectively,
except that if any revised
prospectus shall be
used by the Company in connection with the Subscription and
Community Offering or
the Syndicated
Community Offering which differs from the
Prospectus on file at
the Commission
at the time the
Registration
Statement
becomes effective
(whether or not such
revised prospectus is required to be
filed by the Company pursuant to Rule 424(b) of the Securities Act
Regulations),
the term "Prospectus"
shall refer to such revised prospectus from and after the
time it is first provided to the Agent for such use.
Concurrently with
the execution of this Agreement, the Company is
delivering to the
Agent copies of the
Prospectus of the
Company to be used in
the Offerings. Such
Prospectus contains
information with
respect to the Bank,
the Company, the MHC and the Common Stock.
2
<PAGE>
SECTION 1. REPRESENTATIONS AND WARRANTIES.
(a)
The Company, the Bank
and the MHC jointly and severally represent and
warrant to the Agent as of the date hereof as follows:
(i) The Registration
Statement has been declared effective by the
Commission, no stop
order has been issued
with respect thereto and no
proceedings therefor
have been initiated or, to the knowledge of the
Company, the MHC and
the Bank, threatened
by the Commission. At
the time
the
Registration
Statement became effective and at the Closing Time
referred to in Section 2 hereof, the Registration Statement complied and
will
comply in all material respects with the requirements of the
Securities Act and the Securities Act Regulations and did not and will
not
contain an untrue
statement of a material fact or omit to state a material
fact
required to be stated
therein or
necessary to make the statements
therein not misleading. The Prospectus, at the date hereof
does not and at
the
Closing Time referred to in Section 2 hereof
will not, include an
untrue statement
of a material fact or omit to state a material fact
necessary in order to
make the statements
therein, in the light of the
circumstances under
which they were made, not misleading; provided,
however, that the
representations and
warranties in this subsection shall
not
apply to statements in or omissions from the Registration
Statement or
Prospectus made in
reliance upon and in conformity with information with
respect to the Agent
furnished to the Company in writing by the Agent
expressly for use in the Registration Statement or Prospectus (the
"Agent
Information," which
the Company, the MHC
and the Bank acknowledge appears
only
in the sixth paragraph of the section "The Offering - Plan of
Distribution/Marketing Arrangements" of the Prospectus).
(ii) Pursuant
to the rules and
regulations
of the Office of
Thrift
Supervision (the "OTS"), as from time to time amended or
supplemented (the
"OTS
Regulations"),
the Company has filed
with the OTS an Application for
Approval of Minority Stock Issuance by a Savings Association
Subsidiary of
a
Mutual Holding Company on Form MHC-2, which includes a related
prospectus
and
the Plan, and has
filed such
amendments
thereto and supplementary
materials as may have been required to the date hereof (such
application,
as
amended to date,
if applicable, and as from time to time
amended or
supplemented
hereafter, is
hereinafter referred to as the "Stock Issuance
Application"). The Plan has been duly adopted by the Boards of
Directors of
the
Company, the Bank and the MHC and such
adoption has not since been
rescinded or revoked.
The Stock Issuance
Application has been approved by
the
OTS. The OTS has declared the Prospectus effective and such
effectiveness remains in full force and effect and no order has
been issued
by
the OTS suspending or
revoking such
effectiveness and no
proceedings
therefor have been
initiated or, to the knowledge of the Company, the MHC
or
the Bank, threatened by the OTS. At the date of such approval and
effectiveness and at
the Closing Time
referred to in Section
2, the Plan
complied and will
comply in all
material respects with the applicable
provisions of the OTS
Regulations. No
approval of any other regulatory or
supervisory or other
public authority is
required in connection
with the
implementation of the
Plan that has not been
obtained and a copy of which
has
been delivered to the Agent.
3
<PAGE>
(iii) The Company, the
MHC and the Bank have filed the Prospectus and
any
supplemental
sales literature with the Commission and the OTS. The
Prospectus and all
supplemental
sales literature, as of the date the
Registration Statement became effective and at the Closing Time
referred to
in
Section 2, complied
and will comply in all material respects with the
applicable
requirements of the Securities Act Regulations and, at or prior
to
the time of their first use, will have received all required
authorizations of the OTS and Commission for use in final form. No
approval
of
any other regulatory or supervisory or other public authority is
required in connection
with the distribution
of the Prospectus and any
supplemental sales
literature
that has not been
obtained and a copy of
which has been
delivered to the Agent. The Company, the MHC and the Bank
have
not distributed any offering material in connection with the
Offering
except for the Prospectus and any supplemental sales material that
has been
filed with the Registration Statement and the Stock Issuance
Application.
(iv) None of the Commission, the OTS or any "Blue Sky"
authority has,
by
order or otherwise,
prevented or suspended the use of the Prospectus or
any
supplemental sales literature authorized by the Company, the MHC or
the
Bank
for use in connection with the Offerings, and no proceedings for such
purposes are pending or, to the knowledge of the Company,
the MHC and the
Bank, threatened.
(v) At the Closing Time referred to in Section 2, (i) the Company,
the
MHC
and the Bank will
have completed the conditions precedent to the
Offerings and the
establishment of the
Foundation in accordance with the
Plan, the applicable OTS Regulations and all other applicable laws,
regulations,
decisions and
orders, including all material terms,
conditions,
requirements and provisions precedent to the Offerings imposed
upon
the Company,
the MHC or the Bank by
the Commission,
the OTS or any
other regulatory
authority or Blue Sky
authority, other than
those which
the
regulatory authority permits to be completed after the Offerings;
(ii)
the
Offerings and the establishment of the Foundation will have been
effected in the manner
described in the Prospectus and in accordance with
the
Plan, the OTS
Regulations
and all other
applicable
material laws,
regulations, decisions
and orders, including in compliance with all terms,
conditions,
requirements and provisions precedent to the Offerings imposed
upon
the Company, the MHC and the Bank by the Commission, the OTS, the
FDIC
or
any other regulatory
or Blue Sky
authority.
The Offerings and other
transactions
contemplated hereby do
not and will not require any material
consent, approval,
authorization
or permit or filing with any other
governmental agency or
regulatory
authority,
except as disclosed in
the
Prospectus.
(vi) Feldman
Financial Advisors, Inc. (the "Appraiser"), which
prepared the estimated
pro forma market
valuation of the
Common Stock as
part
of the Plan, has advised the Company, the MHC and the Bank in
writing
that
it satisfies
all requirements for an appraiser set forth in the
Conversion Regulations
and any interpretations or guidelines issued by the
OTS
or its staff with respect thereto.
(vii) Beard Miller
Company LLP, the
independent
registered
public
accounting firm who
audited and reported
on the consolidated financial
statements and
supporting
schedules of the
Company and its
subsidiaries
included in the Registration Statement, have
4
<PAGE>
advised the
Company, the MHC and the Bank in writing that they are
independent public
accountants within the meaning of the Code of Ethics of
the
American Institute of Certified Public Accountants (the "AICPA"),
that
they
are registered with
the Public Company
Accounting
Oversight Board
("PCAOB") and such
firm is, with respect to the Company, the MHC and the
Bank, independent registered public accountants as required by, and
are not
in
violation of the auditors independence requirements of, the
Securities
Act,
the Securities Act Regulations and the OTS Regulations.
(viii) The only direct subsidiary of the Company is the Bank; the
only
direct and indirect
subsidiaries of the
Bank are Roma Capital
Investment
Corporation and
General Abstract & Title Agency (collectively, the
"Subsidiaries").
Except for the Subsidiaries, none of the Company, the MHC
or
the Bank, directly
or indirectly, controls any other corporation,
limited liability company, partnership, joint venture, association,
trust
or
other business organization.
(ix) The consolidated
financial statements
and the related schedules
and
notes thereto included in the Registration Statement and the
Prospectus
present fairly the financial position of the Company and its
subsidiaries
at
the dates indicated and the results of operations, stockholders' equity
and
cash flows for the
periods specified,
and comply as to form
with the
applicable accounting
requirements
of the Securities Act
Regulations and
the
OTS Regulations; except as otherwise stated in the Registration
Statement and Prospectus, said financial statements have been prepared
in
conformity with
generally accepted accounting principles in the United
States applied on a
consistent basis;
and the supporting schedules and
tables included in the Registration Statement and Prospectus
present fairly
the
information
required to be stated therein. The other financial,
statistical and pro
forma information
and related notes
included in the
Prospectus present
fairly the information shown therein on a basis
consistent with the audited and unaudited financial statements included in
the
Prospectus, and as to
the pro forma adjustments, the adjustments made
therein have been consistently applied on the basis described
therein.
(x) Since the respective dates as of which information is given in
the
Registration Statement
and the Prospectus, except as otherwise stated
therein (A) there has
been no material
adverse change in the financial
condition, results of
operations,
business affairs or prospects of the
Company, the
MHC, the Bank and the Subsidiaries, considered as one
enterprise, whether or
not arising in the ordinary course of business and
(B)
except for transactions specifically referred to or contemplated in
the
Registration Statement
and Prospectus, there have been no transactions
entered into by the Company, the MHC or the Bank, other than those in the
ordinary course
of business consistent with past practice, which are
material with
respect to the Company, the MHC, the Bank and the
Subsidiaries,
considered
as one enterprise. The capitalization,
liabilities, assets,
properties and
business of the Company, the MHC and
the
Bank conform in all material respects to the descriptions
contained in
the
Prospectus
and none of the Company, the MHC or the Bank has any
material liabilities
of any kind, contingent or otherwise, except as
disclosed in the Registration Statement or the Prospectus.
5
<PAGE>
(xi) The Company has been duly organized and is validly
existing as a
stock holding company
chartered under the laws of the United
States with
full
corporate power and authority to own, lease and operate its
properties, to conduct
its business as described in the Registration
Statement and the Prospectus, and to enter into and perform its
obligations
under this Agreement
and the transactions
contemplated
hereby; and the
Company is duly
qualified to transact
business and is in good standing
under the laws of the State of New Jersey and in each other
jurisdiction in
which such qualification is required, whether by reason of the
ownership or
leasing of property or the conduct of business, except where the
failure to
so
qualify would not have a material adverse effect on the financial
condition, results of
operations,
business affairs or prospects of the
Company, the
MHC, the Bank and the Subsidiaries, considered as one
enterprise (a "Material Adverse Effect").
(xii) Upon completion
of the Offerings and
the contribution
of the
Foundation
Shares as described in the Prospectus, the issued and
outstanding capital
stock of the Company
will be within the
range as set
forth in the
Prospectus under
"Capitalization"
(except for subsequent
issuances, if any, pursuant to reservations, agreements or employee
benefit
plans referred to in the Prospectus). The authorized capital stock of the
Company consists of 45,000,000 shares of Common Stock and
5,000,000 shares
of
preferred stock, par value $0.10 per share, and the issued and
outstanding capital
stock of the Company at the date hereof is ____ shares
of
Common Stock, all of which are beneficially owned and of record by the
MHC
free and clear
of any security interest, mortgage, pledge, lien,
encumbrance or legal
or equitable
claim; at the date hereof and at the
Closing Time, the
Securities will have
been duly authorized
for issuance
and,
when issued and delivered by the Company pursuant to the Plan against
payment of the consideration calculated as set forth in the Plan
and stated
on the cover page of
the Prospectus,
will be duly and
validly issued and
fully paid and nonassessable; the terms and provisions of the
Common Stock
and
the other capital stock of the Company conform to all statements
relating thereto contained in the Prospectus; the certificates
representing
the
shares of Common Stock will conform to the requirements of applicable
law
and regulations;
and the issuance of
the Securities is not subject to
preemptive or other similar rights, except for subscription rights
granted
pursuant to the Plan.
(xiii) The MHC has been duly organized and is validly existing as a
mutual holding company
chartered under the
laws of the United States with
full
corporate power and authority to own, lease and operate its
properties, to conduct
its business as described in the Registration
Statement and the Prospectus, and to enter into and perform its
obligations
under this Agreement and the transactions contemplated hereby; and the
MHC
is
duly qualified to
transact business and
is in good standing
under the
laws
of the State of New
Jersey and in each
other jurisdiction
in which
such
qualification
is required, whether by reason of the
ownership or
leasing of property or the conduct of business, except where the
failure to
so
qualify would not have a Material Adverse Effect.
(xiv) The MHC is not authorized to issue capital stock. All holders
of
the
savings, demand or other authorized accounts of the Bank are
members of
the
MHC. As of the Closing Time referred to in Section 2, the MHC
will not
own
any equity securities or any equity interest in any business
enterprise
except as described in the Prospectus.
6
<PAGE>
(xv) The Bank has been duly organized and is validly existing as a
savings bank chartered
under the laws of the United States State with full
corporate power and authority to own, lease and operate its
properties, to
conduct its business
as described in the
Registration Statement
and the
Prospectus, and to
enter into and
perform its obligations under this
Agreement and the transactions contemplated hereby; and the Bank is duly
qualified to transact
business and is in good standing under the laws of
the
State of New
Jersey and in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or
leasing of
property or the conduct of business, except where the failure to so
qualify
would not have a Material Adverse Effect.
(xvi) The authorized
capital stock of the Bank consists of __,000,000
shares of common stock, par value $___ per share (the "Bank Common
Stock"),
and
the issued and outstanding capital stock of the Bank is ____
shares of
Bank
Common Stock, all of which are owned beneficially and of record by
the
Company free and clear of any security interest, mortgage, pledge, lien,
encumbrance or legal or equitable claim. All of the issued and
outstanding
capital stock of the
Bank has been duly
authorized, validly
issued and
fully paid and
nonassessable and has
been issued in
compliance with
all
federal and state
securities
laws. There are no outstanding warrants,
options or rights of any kind to acquire additional shares of
capital stock
of
the Bank.
(xvii) The Company,
the MHC, the Bank and the Subsidiaries have each
obtained all
licenses, permits and other governmental authorizations
currently required for the conduct of their respective businesses, except
where the failure to obtain such licenses, permits or other governmental
authorizations would not have a Material Adverse Effect; all such
licenses,
permits and other governmental authorizations are in full force
and effect
and
the Company, the MHC, the Bank and the Subsidiaries are in all
material
respects in compliance therewith; none of the Company, the MHC, the
Bank or
any
Subsidiary has received notice of any proceeding or action
relating to
the
revocation or Stock Issuance Application of any such license,
permit or
other governmental
authorization which, singly or in the aggregate, if the
subject of an
unfavorable
decision, ruling or finding, might have a
Material Adverse Effect.
(xviii) Each
Subsidiary
has been duly organized and is validly
existing as
a corporation in good standing under the laws of the
jurisdiction of its
incorporation, has
full corporate power and authority
to
own, lease and operate
its properties
and to conduct its
business as
described in the
Registration
Statement and Prospectus, and is duly
qualified as a foreign
corporation
to transact
business and is in good
standing in each
jurisdiction in which
such qualification
is required,
whether by reason of the ownership or leasing of property or the
conduct of
business, except where
the failure to so qualify would not have a Material
Adverse Effect;
the activities of each Subsidiary are permitted to
subsidiaries of a
Federally-chartered
savings bank, a Federally-chartered
stock holding company and a Federally-chartered mutual holding company by
the
rules, regulations,
resolutions
and practices of the
OTS; all of the
issued and
outstanding
capital stock of each Subsidiary has been duly
authorized and validly issued, is fully paid and nonassessable and
is owned
by
the Bank directly,
free and clear of any security interest, mortgage,
pledge, lien,
encumbrance
7
<PAGE>
or
legal or equitable claim; and there are no warrants,
options or rights
of
any kind to acquire shares of capital stock of any Subsidiary.
(xix) The Bank is a member of the Federal Home Loan Bank of New York;
the
deposit accounts of the Bank are insured by the Federal Deposit
Insurance Corporation (the "FDIC") up to the applicable limits. The
Bank is
a
"qualified
thrift lender" within the meaning of 12 U.S.C. Section
1467a(m).
(xx) The Company, the MHC and the Bank have taken all corporate
action
necessary for them to execute, deliver and perform this
Agreement and the
transactions contemplated hereby, and this Agreement has been duly
executed
and
delivered by, and is
the valid and binding
agreement of, the Company,
the
MHC and the Bank,
enforceable against
each of them in accordance with
its
terms, except as may be limited by bankruptcy, insolvency or other
laws
affecting the
enforceability of the rights of creditors generally and the
availability of equitable remedies.
(xxi) No approval of any regulatory or supervisory or other public
authority is required in connection with the execution and delivery
of this
Agreement and the issuance of both the Securities and the
Foundation Shares
that
has not been obtained
and a copy of which
has been delivered to
the
Agent, except as may be required under the "Blue Sky" or securities
laws of
various jurisdictions.
(xxii) None
of the Company, the MHC, the Bank or any of the
Subsidiaries is
in violation of their respective certificate of
incorporation,
organization
certificate, articles
of incorporation or
charter, as the
case may be, or bylaws or other written corporate
governance
requirements or guidelines; and none of the Company,
the MHC,
the
Bank or any of the
Subsidiaries
is in default (nor has any event
occurred which, with
notice or lapse of time or both, would constitute a
default) in the
performance or
observance of any
obligation,
agreement,
covenant or condition contained in any contract, indenture,
mortgage, loan
agreement, note, lease
or other instrument to which the Company, the MHC,
the
Bank or any of the
Subsidiaries
is a party
or by which it or any
of
them
may be bound,
or to which any of the property or assets of the
Company, the MHC, the
Bank or any of the
Subsidiaries is subject, except
for
such defaults that would not, individually or in the aggregate,
have a
Material Adverse
Effect; and there are no contracts or documents of the
Company, the MHC or the Bank which are
required to be filed as exhibits to
the
Registration Statement or the Plan which have not been so
filed.
(xxiii) The execution,
delivery and performance of this Agreement and
the
consummation of the transactions contemplated herein, have been duly
authorized by all
necessary corporate
action on the part of
the Company,
the
MHC and the Bank, and do not and will not conflict with or
constitute a
breach of, or default under, or result in the creation or
imposition of any
lien, charge or encumbrance upon any property or assets of the
Company, the
MHC
or the Bank pursuant
to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company,
the MHC or
the
Bank is a party or by which it or any of them may be bound, or to
which
any
of the property
or assets of the Company, the MHC or the Bank is
subject, except for
such conflicts,
breaches or
8
<PAGE>
defaults that would not, individually or in the aggregate,
have a Material
Adverse Effect;
nor will such action result in any violation of the
provisions of the respective charter or bylaws of the Company,
the MHC or
the
Bank, or any applicable law, administrative regulation or
administrative or court decree.
(xxiv) No labor
dispute with the
employees of the Company, the MHC,
the
Bank or the
Subsidiaries exists
or, to the knowledge
of the Company,
the
MHC, the Bank or the Subsidiaries, is imminent or threatened;
and the
Company, the MHC and
the Bank are not aware of any existing or threatened
labor disturbance
by the employees of
any of its principal
suppliers or
contractors which might be expected to have a Material Adverse
Effect.
(xxv) Each of the Company, the MHC, the Bank and the
Subsidiaries has
good
and marketable title
to all properties and assets for which ownership
is
material to the business of the Company, the MHC, the Bank or the
Subsidiaries and to those properties and assets described in the
Prospectus
as
owned by them, free
and clear of all liens, charges, encumbrances or
restrictions, except
such as are described
in the Prospectus
or are not
material in relation to the business of the Company, the MHC, the Bank or
the
Subsidiaries,
considered as one enterprise; and all of the leases and
subleases material to the business of the Company, the MHC, the
Bank or the
Subsidiaries under which the Company, the MHC, the Bank or the
Subsidiaries
hold
properties, including those described in the Prospectus, are valid
and
binding agreements of
the Company, the MHC,
the Bank or the Subsidiaries,
in
full force and effect, enforceable in accordance with their terms
except
as
may be limited by
bankruptcy, insolvency
or other laws
affecting the
enforceability of the rights of creditors generally and the
availability of
equitable remedies.
(xxvi) None of the Company, the MHC or the Bank is in violation of
any
order or directive from the OTS, the FDIC, the Commission or any
regulatory
authority to make any
material change in the method of conducting its
respective businesses;
the Company, the MHC, the Bank and each of the
Subsidiaries have
conducted and are
conducting
their business so as to
comply in all material respects with all applicable statutes, regulations
and
administrative and court decrees (including, without limitation, all
regulations,
decisions, directives and orders of the OTS, the FDIC and the
Commission). Neither
the Company, the MHC, the Bank nor any of the
Subsidiaries is
subject or is party to, or has
received any notice or
advice that any of them may become subject or party to, any
investigation
with
respect to any cease-and-desist order, agreement, consent agreement,
memorandum of
understanding
or other regulatory enforcement action,
proceeding or order with or by, or is a party to any commitment letter or
similar undertaking
to, or is subject to
any directive by, or
has been a
recipient of any
supervisory
letter from, or has adopted any board
resolutions at the
request of, any
Regulatory Agency (as
defined below)
that
currently restricts the conduct of their business or that in any
manner relates to
their capital
adequacy, their credit
policies, their
management or their business (each, a "Regulatory Agreement"),
nor has the
Company, the MHC, the
Bank or any of the Subsidiaries been advised by any
Regulatory Agency that it is considering issuing or requesting the
issuance
of
any such Regulatory
Agreement;
and there is no
unresolved
violation,
criticism or exception by any Regulatory Agency with respect to any
report
or
statement relating to any examinations of the Company, the MHC, the
Bank
or
any of the Subsidiaries which in the reasonable judgment of the
9
<PAGE>
Company, the MHC or the Bank is expected to have a Material Adverse
Effect,
or
which might materially
and adversely
affect the
properties or
assets
thereof or which might adversely affect the consummation of the Offerings
or
the performance of this Agreement. As used herein, the term
"Regulatory
Agency" means any federal or state agency charged with the supervision or
regulation of depositary institutions or holding companies of depositary
institutions, or
engaged in the insurance of depositary institution
deposits, or any
court, administrative agency or commission or other
governmental agency,
authority or
instrumentality
having supervisory
or
regulatory authority
with respect to the Company, the MHC, the Bank or any
of
the Subsidiaries.
(xxvii) There is no action, suit or proceeding before or by
any court
or
governmental agency or
body, domestic or foreign, now pending, or, to
the
knowledge of the Company, the MHC or the Bank, threatened, against or
affecting the
Company, the MHC or the Bank which is required to be
disclosed in the Registration Statement (other than as disclosed
therein),
or
which might have a Material Adverse Effect, or which might materially
and
adversely affect the properties or assets thereof, or which might
adversely affect the
consummation of the Offerings, or the performance of
this
Agreement; all pending
legal or governmental proceedings to which the
Company, the MHC, the
Bank or any Subsidiary is a party or of which any of
their respective
property or assets is the subject which are not described
in
the Registration Statement, including ordinary routine litigation
incidental to the business, are considered in the aggregate not
material.
(xxviii) The
Company, the MHC and the Bank have obtained (a) the
opinion of its counsel, Malizia Spidi & Fisch,
P.C., with respect to the
legality of the issuance of Securities and the Foundation
Shares, (b) the
opinion of Malizia
Spidi & Fisch,
P.C. with respect to certain federal
income tax
consequences of the Offerings and the Plan, and (c) the opinion
of
its independent
registered public accounting firm, Beard Miller Company
LLP, with respect to
certain state income tax consequences of the Offerings
and
the Plan; copies of
all such opinions
are filed as
exhibits to the
Registration
Statement; all
material aspects of
the aforesaid
legality
opinion and federal and state income tax opinions are accurately
summarized
in
the Prospectus under
"Description of Capital Stock" and "The Offering -
Tax
Effects
of the Offering," respectively, and the facts and
representations upon
which such opinions is based are truthful, accurate
and
complete in all material respects; and neither the Company,
the MHC,
nor
the Bank has taken or will take any action inconsistent
therewith.
(xxix) The Company is not and, upon completion of the Offerings and
sale
of the Securities and the application of the net proceeds
therefrom,
will
not be, required to be
registered as an "investment company" as that
term
is defined under the Investment Company Act of 1940, as
amended.
(xxx) All of the
loans represented as assets on the most recent
consolidated
financial statements
or consolidated selected financial
information of the Company included in the Prospectus meet or are exempt
from
all requirements of federal, state or local law pertaining to
lending,
including without
limitation truth in lending (including the requirements
of
Regulations Z and 12 C.F.R. Part 226 and Section 563.99), real estate
settlement procedures, consumer credit protection, equal credit
opportunity
and
all disclosure
10
<PAGE>
laws
applicable to such
loans, except for
violations which, if
asserted,
would not result in a Material Adverse Effect.
(xxxi) To the
knowledge of the
Company, the MHC, the Bank and each
Subsidiary, with the
exception of the
intended loan to the Bank's ESOP by
the
Company to enable the ESOP to purchase Securities in an amount up
to 8%
of
the Securities sold in the Offerings, none of the Company, the MHC,
the
Bank
or their employees has
made any payment of funds of the Company, the
MHC
or the Bank as a loan for the purchase of the Common Stock or
made any
other payment of funds
prohibited by law, and no funds have been set aside
to
be used for any payment prohibited by law.
(xxxii) Each of the
Company, the MHC, the Bank and each of the
Subsidiaries maintains
a system of internal accounting controls sufficient
to
provide reasonable
assurance that (a) transactions are executed in
accordance with
management's
general or specific authorizations; (b)
transactions are
recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting
principles and
to
maintain asset accountability; (c) access to assets is permitted
only in
accordance with management's general or specific authorization; and
(d) the
recorded
accountability for assets is compared with the existing assets
at
reasonable intervals
and appropriate
action is taken with
respect to any
differences.
(xxxiii) The Company,
the MHC, the Bank and
each Subsidiary
are in
compliance in
all material respects with the applicable financial
recordkeeping and
reporting requirements of the Currency and Foreign
Transaction
Reporting Act
of 1970, as amended, and the rules and
regulations
thereunder. The Bank
has established
compliance programs
to
ensure compliance
with the requirements of the USA Patriot Act and all
applicable regulations promulgated thereunder. The Bank is in
compliance in
all
material respects with the USA Patriot Act and all applicable
regulations promulgated thereunder, and there is no charge,
investigation,
action, suit or
proceeding
before any
court, regulatory authority or
governmental agency or
body pending or, to
the knowledge of the
Company,
the
MHC and the Bank,
threatened regarding
the Bank's compliance with the
USA
Patriot Act or any regulations promulgated thereunder.
(xxxiv) None of the Company, the MHC, the Bank or any
Subsidiary nor
any
properties owned or
operated by the Company, the MHC, the Bank or any
Subsidiary is in
violation of or liable
under any
Environmental Law
(as
defined below),
except
for such violations or liabilities that,
individually or in the aggregate, would not have a material adverse
effect
on
the financial condition, results of operation or business affairs
of the
Company, the
MHC, the Bank and any Subsidiary, considered as one
enterprise. There are no actions, suits or proceedings, or demands,
claims,
notices or investigations (including, without limitation, notices, demand
letters or
requests for information from any environmental agency)
instituted or pending,
or to the knowledge of the Company,
the MHC, the
Bank
or any Subsidiary, threatened, relating to the liability of any
property owned
or operated by the Company, the MHC, the Bank or any
Subsidiary, under any
Environmental Law, except for such actions, suits or
proceedings, or
demands, claims, notices or investigations that,
individually or in the aggregate, would not have a Material
Adverse
11
<PAGE>
Effect. For purposes of this subsection, the term "Environmental
Law" means
any
federal, state, local or foreign law, statute, ordinance, rule,
regulation, code, license, permit, authorization, approval,
consent, order,
judgment, decree, injunction or agreement with any
regulatory
authority
relating to
(i) the protection, preservation or restoration of the
environment
(including, without
limitation, air,
water, vapor,
surface
water, groundwater,
drinking water supply,
surface soil, subsurface soil,
plant and animal life or any other natural resource), and/or (ii) the use,
storage, recycling,
treatment,
generation,
transportation,
processing,
handling, labeling,
production,
release or disposal of any substance
presently listed,
defined, designated or
classified as hazardous, toxic,
radioactive or
dangerous, or
otherwise regulated,
whether by type or
by
quantity, including
any material containing any such substance as a
component.
(xxxv) The Company,
the MHC, the Bank and each Subsidiary have filed
all
federal, state and
local income and franchise tax returns required to
be
filed and have
made timely payments of all taxes shown as due and
payable in respect of such returns, and no deficiency has been asserted
with
respect thereto by any
taxing authority.
No tax deficiency has
been
asserted, and the
Company, the MHC and the Bank have no
knowledge of any
tax
deficiency which could
be asserted against
the Company, the MHC,
the
Bank
or the Subsidiaries.
(xxxvi) The Company has received all approvals required to consummate
the
Offerings, and to have
the Securities and the Foundation Shares quoted
on
the Nasdaq National Market effective as of the Closing Time
referred to
in
Section 2 hereof.
(xxxvii) The Company has filed a registration statement for the
Common
Stock under
Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and such registration statement was declared
effective concurrent with the effectiveness of the Registration
Statement.
(xxxviii) To the knowledge of the Company, there are no affiliations
or
associations (as such
terms are defined by the National Association of
Securities Dealers,
Inc. ("NASD")) between
any member of the NASD and any
of
the Company's, the MHC's or the Bank's officers or directors.
(xxxix) The Company, the MHC, the Bank and each Subsidiary carries,
or
is
covered by, insurance
in such amounts and covering such risks as is
adequate for the conduct of their respective businesses and the value for
their respective
properties
as is customary for companies engaged in
similar industries.
(xl) The Company, the MHC and the Bank have not relied on Agent or
its
counsel for any legal,
tax or accounting
advice in connection with the
Offerings.
(xli) The records of eligible account holders and supplemental
eligible account
holders are accurate and complete in all material
respects.
(xlii) The
Company, the MHC, the Bank and each Subsidiary is in
compliance in
all material respects with all presently applicable
provisions of the
Employee
Retirement
12
<PAGE>
Income Security Act of
1974, as amended,
including the
regulations
and
published
interpretations
thereunder ("ERISA"); no "reportable event" (as
defined in ERISA) has
occurred with
respect to any "pension plan" (as
defined in
ERISA) for which the Company, the MHC, the Bank or any
Subsidiary,
respectively, would
have any liability;
each of the Company,
the
MHC, the Bank and each
Subsidiary has not incurred and does not expect
to
incur liability under
(i) Title IV of ERISA with respect to termination
of ,
or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971
of
the
Internal Revenue Code
of 1986, as amended,
including the
regulations
and
published
interpretations
thereunder (the "Code"); and each "pension
plan" for which the
Company, the MHC, the
Bank and any
Subsidiary would
have
any liability that is intended to be qualified under Section 401(a)
of
the
Code is so qualified in all material respects and nothing has
occurred,
whether by action or by
failure to act, which
would cause the loss of such
qualification.
(xliii) The Company has established and maintains disclosure controls
and
procedures (as such term is defined in Rule 13a-14 and 15d-14 under
the
Exchange Act), which
(i) are designed to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made
known to the
Company's principal executive officer and its principal
financial officer by
others within those entities; and (ii) are effective
in
all material
respects to perform the functions for which they were
established. There (i)
are not any significant deficiencies in the design
or
operation of internal controls which could adversely affect the
Company's ability to record, process, summarize, and report financial
data
or
(ii) has not been any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
internal controls.
Since the date of the
most recent
evaluation
of the
Company's
disclosure
controls and
procedures,
there
have been no
significant changes in
internal controls or
in other factors
that could
significantly affect
internal controls,
including any
corrective actions
with
regard to significant deficiencies and material weaknesses.
(xliv) The Company is in compliance with the applicable
provisions of
the
Sarbanes Oxley Act of
2002 (the "Sarbanes
Oxley Act"), the rules
and
regulations of
the Commission thereunder, and the Nasdaq corporate
governance rules, each of which is applicable to the Company as of
the date
of this agreement. The Company will use its best efforts to comply with
those provisions
of the Sarbanes Oxley Act and the Nasdaq corporate
governance rules that
will become effective
and applicable to the Company
in
the future, including, but not limited to, the requirement to
assess its
internal controls under Section 404 of the Sarbanes-Oxley Act.
(xlv) The Foundation has been duly authorized and incorporated and is
validly existing as a non-stock corporation in good standing under
the laws
of
the State of New Jersey with corporate power and authority to own,
lease
and
operate its properties
and to conduct its business as described in the
Prospectus; the
Foundation will not be
a savings and loan holding company
within the
meaning of 12 C.F.R. Section 574.2(q) as a result of the
issuance of the Foundation shares to it in accordance with the
terms of the
Plan
and in the amount as described in the Prospectus; no approvals are
required to establish
the Foundation
and to contribute the Foundation
Shares thereto as
described in the
Prospectus other than
the conditions
imposed by the OTS;
except as specifically
disclosed in the
Prospectus,
there are
13
<PAGE>
no
agreements and/or understandings, written or oral, between the
Company,
the
MHC and the Bank on the one hand and the Foundation, on the other,
with
respect to the
control, directly or
indirectly,
over the voting and
the
acquisition or disposition of the Foundation Shares; at the Closing Time,
the
Foundation Shares will have been duly authorized for issuance and,
when
issued and contributed
by the Company
pursuant to the Plan,
will be duly
and
validly issued and
fully paid and
nonassessable; and the
issuance of
the
Foundation shares is not subject to preemptive or similar
rights.
(vlvi) The Company,
the MHC and the Bank have obtained an opinion of
its
counsel, Malizia Spidi
& Fisch, P.C.,
with respect to certain federal
and
state income tax
consequences of the
contribution
of the Foundation
Shares to the
Foundation, a copy of
which is filed as an
exhibit to the
Stock Issuance
Application; all
material aspects of the aforesaid opinion
are
accurately
summarized in the
Prospectus
under "Roma Bank
Community
Foundation - Tax
Considerations," and
the facts and representations upon
which such
opinion is based are
truthful, accurate and complete in all
material respects; and neither the Company, the MHC, nor the Bank
has taken
or
will take any action inconsistent therewith.
(b) Any certificate signed by any officer of the Company, the MHC,
the
Bank
or any Subsidiary and
delivered to either of the Agent or counsel for
the
Agent shall be deemed a representation and warranty by the Company,
the
MHC
or the Bank to the Agent as to the matters covered thereby.
SECTION 2. APPOINTMENT
OF SANDLER O'NEILL;
SALE AND DELIVERY OF
THE
SECURITIES; CLOSING.
On the basis of the
representations
and warranties
herein contained and subject to the terms and conditions
herein set forth,
the
Company hereby
appoints Sandler
O'Neill as its Agent
to consult with
and
advise the Company,
and to assist the Company with the solicitation of
subscriptions and
purchase orders for
Securities, in
connection with the
Company's sale of
Common Stock in the Offerings. On the basis of the
representations and
warranties herein contained, and subject to the terms
and
conditions herein set
forth, Sandler O'Neill
accepts such appointment
and
agrees to use its best efforts to assist the Company with the
solicitation of
subscriptions
and purchase orders for Securities in
accordance with this Agreement; provided, however, that the Agent
shall not
be
obligated to take any action which is inconsistent with any applicable
laws, regulations,
decisions or orders.
