On January 5, 2016, Cape Bancorp Inc. entered into an Agreement and Plan of Merger by and among the Company, OceanFirst Financial Corp. (“OceanFirst”), a Delaware corporation and the parent company of OceanFirst Bank, and Justice Merger Sub Corp. (“Merger Sub”), a Maryland corporation and the wholly-owned subsidiary of OceanFirst.

Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving entity, and immediately thereafter the Company will merge with and into OceanFirst, with OceanFirst as the surviving entity (the “Merger”). It is anticipated that immediately after the Merger, Cape Bank, a New Jersey-chartered savings bank, will merge with and into OceanFirst Bank, a federal savings bank, with OceanFirst Bank as the surviving bank. Pursuant to the terms of the Merger Agreement, Michael D. Devlin, President and Chief Executive Officer of the Company and Cape Bank, will be appointed to the boards of directors of OceanFirst and OceanFirst Bank following the Merger.