Notes:

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, Roma Financial will acquire all of the outstanding shares of Sterling for a total purchase price of approximately $14.7 million in cash, or $2.52 per share for each share of Sterling common stock outstanding.

Conditions: The transaction is subject to certain conditions, including requisite regulatory approval, the approval of Sterling’s stockholders, and Sterling maintaining its financial condition though the closing such that Sterling’s nonperforming assets, inclusive of troubled debt restructurings, do not exceed $30.0 million for the period from January 1, 2010 through the Closing Date, and Sterling’s tangible common equity capital being not less than $9.9 million on the Closing Date. At December 31, 2009, Sterling’s tangible common equity was $15.0 million, and its non-performing assets, inclusive of troubled debt restructurings, were $23.9 million. 

Estimated closing date: It is expected that the merger will be consummated in the third quarter of 2010.

Source of funds: "Roma’s obligation to complete the merger is not conditioned upon Roma obtaining financing. We anticipate that approximately $14.7 million will be required to pay the aggregate merger consideration to our stockholders. Roma has informed us that it expects to fund the cash requirements for the merger from available cash."

On March 17, 2010, the Roma Board approved the transaction and merger agreement. The transaction was announced on March 18, 2010.

On June 8, 2010, Sterling Banks, Inc. held a Special Meeting of Shareholders for which the Board of Directors solicited proxies. At the Special Meeting, the shareholders of the Company voted on the following proposal described in the Company’s Proxy Statement dated April 26, 2010. The shareholders of the Company approved and adopted the Agreement and Plan of Merger, dated as of March 17, 2010, among Roma Financial Corporation, Roma Bank, Sterling Banks, Inc. and Sterling Bank.