Common use of Election Procedures Clause in Contracts

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp and Colonial Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in In the aggregate, 50% fifty percent (50.0%) of the total number of shares of Colonial Cheviot Financial Common Stock issued and outstanding at the Effective Time, Time (excluding any Treasury Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Colonial Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Colonial Cheviot Financial Common Stock as to which a Cash Election (including, pursuant to as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Cheviot Financial Common Stock as to which a Stock Election has been made (including, pursuant to as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Cheviot Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon timely and proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Cheviot Financial and Cape Bancorp MainSource shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier other date as Cape Bancorp MainSource and Colonial Cheviot Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Cheviot Financial Common Stock as of five business days prior to the Mailing Date Date, or such other date as the parties shall agree (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Colonial Cheviot Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such shares holder (a “Stock Election”) in accordance with Section 3.1.3), (iii) elect to receive the Per Share Stock Consideration for a part portion of such holder’s Colonial Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining part portion of such holder’s Colonial Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash the Per Share Cash Consideration or Cape Bancorp Common the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Colonial Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Cheviot Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as Cape Bancorp MainSource and Colonial Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Cheviot Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election DeadlineDeadline without submitting a properly completed replacement Election Form, the shares of Colonial Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp MainSource shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and, subject to Section 3.2.6 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.2.6 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Per Share Stock Consideration, and, subject to Section 3.2.6 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interesta) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of CBOT Holdings Class A Common Stock shall pass, only upon proper delivery of such Election Form and Certificates to the Exchange Agent), ) in such form as Colonial Financial CBOT Holdings and Cape Bancorp CME Holdings shall mutually reasonably agree (the “Election Form”), ) shall be mailed not less than 20 business days but not more than 40 business days prior with the Joint Proxy Statement/Prospectus (the date of such mailing being referred to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date record date for the CBOT Holdings Stockholders Meeting. (the “Election Form Record Date”). b) Each Election Form shall permit such holder, subject the holder (or the beneficial owner through appropriate and customary documentation and instructions) to the allocation and election procedures set forth in this Section 3.2, specify (i) the number of shares of such holder’s CBOT Holdings Class A Common Stock with respect to elect which such holder elects to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3Consideration, (ii) to elect to receive the Stock Consideration for all number of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial CBOT Holdings Class A Common Stock and with respect to which such holder elects to receive the Per Share Cash Consideration for the remaining part of or (iii) that such holder makes no election with respect to such holder’s Colonial Financial shares of CBOT Holdings Class A Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-ElectionNo Election Shares”). Any CBOT Holdings Class A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of has not received an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Chicago time, on the 20th day following the Mailing Election Date shall also be deemed to be No Election Shares. (or such other time and date as Cape Bancorp and Colonial Financial may mutually agreec) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial CME Holdings shall make available up to two separate Election Forms, one or such additional more Election Forms as Cape Bancorp may permit, reasonably be requested from time to time by all persons Persons who become holders (or beneficial owners) of Colonial Financial CBOT Holdings Class A Common Stock between the Election Form Record Date record date for the CBOT Holdings Stockholders Meeting and the close of business on the business day Business Day prior to the Election Deadline. Colonial Financial Date, and CBOT Holdings shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An . (d) Any record holder’s election shall have been properly made only if the Exchange Agent shall have actually received a at its designated office, by 5:00 p.m., New York City time, on the date specified on the Election Form as agreed upon by the parties, or if no such date is specified, on the later of (1) the date of the CBOT Holdings Stockholders Meeting or (2) if the Effective Time is more than four Business Days following the CBOT Holdings Stockholders Meeting, three Business Days preceding the Effective Time (the “Election Date”), an Election Form properly completed and signed and accompanied by (i) Certificates representing the shares of CBOT Holdings Common Stock to which such Election Form by relates, duly endorsed in blank or otherwise in form acceptable for transfer on the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates books of CBOT Holdings (or customary affidavits and indemnification regarding the loss or destruction by an appropriate guarantee of delivery of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form as set forth in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of CBOT Holdings Book-Entry Shares, any additional documents required by the procedures set forth in the Election Form. After an election is validly made with respect to any shares of CBOT Holdings Class A Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of CBOT Holdings, unless and until such election is properly revoked. (e) CME Holdings and CBOT Holdings shall publicly announce the anticipated Election Date at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Date shall be similarly delayed to a subsequent date, and CME Holdings and CBOT Holdings shall promptly announce any such delay and, when determined, the rescheduled Election Date. (f) Any election may be revoked with respect to all or a portion of the shares of CBOT Holdings Class A Common Stock subject thereto by the holder who submitted the applicable Election Form by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to 5:00 p.m., New York City time, on the Election Date. In the event an Election Form is revoked prior to the Election Deadline. Cape Bancorp Date, the shares of CBOT Holdings Class A Common Stock represented by such Election Form shall become No Election Shares and CME Holdings shall cause the Certificate or Certificates relating to any revoked Election Form representing such shares of CBOT Holdings Class A Common Stock to be promptly returned without charge to the person Person submitting the Election Form upon written request to that effect from the Exchange Agent. Subject to the terms of this Agreement and of holder who submitted the Election Form, except to the Exchange Agent shall have discretion to determine when any election, modification or revocation extent (if any) a subsequent election is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only made with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number any or all of such holder’s Stock Election Shares being converted into the right to receive the Cash Considerationshares of CBOT Holdings Class A Common Stock. In addition, all elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock 3.3.1 Partners Stockholders may elect to receive shares of FCLF Common Stock Consideration or Cash Consideration cash, or a combination thereof (in either case all cases without interest) in exchange for their such Partners Stockholders’ shares of Colonial Financial Partners Common Stock in accordance with the following procedures, ; provided that, in the aggregate, and subject to the provisions of Section 3.3.6 hereof, 50% of the total number of shares of Colonial Financial Partners Common Stock issued and outstanding at as of the Effective TimeClosing Date, but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Partners Common Stock shall be converted into the Cash Consideration; provided, however, that, in the event that the Stock Election Number shall be greater than or less than the Stock Conversion Number, FCLF may, in its discretion, increase or decrease the Stock Conversion Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that FCLF may not increase or decrease the Stock Conversion Number by an amount that would prevent the tax opinion referred to in Section 9.1.6 hereof from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase or decrease in the Stock Conversion Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. Any Dissenting Shares, properly perfected under the DGCL, shall be entitled to receive cash pursuant to the DGCL. Shares of Colonial Financial Partners Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Partners Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial Partners Common Stock as to which a Mixed Election has been made are referred to herein as “Mixed Election Shares”. Shares of Partners Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completedcompleted or timely submitted) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Partners Common Stock with respect to which Stock Consideration has been elected, either pursuant to a Stock Election has been made or Mixed Election, is referred to herein as the “Stock Election Number.” 3.2.2. An 3.3.2 Partners shall cause an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree substance acceptable to FCLF (the “Election Form”), shall to be mailed not less than 20 business days but not more than 40 business days prior to with the anticipated Effective Time Proxy Statement-Prospectus (or on such earlier other date as Cape Bancorp Partners and Colonial Financial FCLF shall mutually agree agree) (the “Mailing Date”) to each Partners Stockholder who is the record holder of record of Colonial Financial Partners Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holderPartners Stockholder, subject to the allocation and election procedures set forth in this Section 3.23.3, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Partners Common Stock held by such holder Partners Stockholder (a “Cash Election”) ), in accordance with Section 3.1.33.1.2, (ii) to elect to receive the Stock Consideration for all of the shares of Partners Common Stock held by such shares Partners Stockholder (a “Stock Election”) ), in accordance with Section 3.1.33.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Partners Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Partners Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash Cash Consideration or Cape Bancorp Stock Consideration for the shares of Partners Common Stock for held by such shares Partners Stockholder (a “Non-Election”). A holder of record of shares of Colonial Financial Partners Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Partners Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Partners Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. In no event shall Dissenting Shares receive Merger Consideration pursuant to this Agreement. However, for purposes of making the proration calculations provided for in this Section 3.3, Dissenting Shares existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. 3.3.3 To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Edwardsville, Illinois time, on the 20th later of the date of the Partners Stockholder Meeting or the 25th day following the Mailing Date (or such other time and date as Cape Bancorp FCLF and Colonial Financial Partners may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial Partners shall use all reasonable efforts to make available up as promptly as possible an Election Form to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) any holder of Colonial Financial record of Partners Common Stock between the Election Form Record Date and the close of business on the business day who, prior to the Election Deadline, requests such Election Form following the initial mailing of the Election Forms. Colonial Financial Partners shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder Partners Stockholder either (i) does not submit a properly completed Election Form in a timely fashion fashion, or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Colonial Financial Partners Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification modification, or revocation is received and whether any such election, modification modification, or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders of Colonial Financial BOP Common Stock may elect to receive shares of ISBC Common Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial BOP Common Stock in accordance with the following procedures, provided that, in the aggregate, 5060% of the total number of shares of Colonial Financial BOP Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares, but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial BOP Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial BOP Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial BOP Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial BOP Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial BOP Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of ISBC Common Stock with respect to such shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial BOP and Cape Bancorp ISBC shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp ISBC and Colonial Financial BOP shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial BOP Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial BOP Common Stock held by such holder (a “Cash Election”) ), in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) ), in accordance with Section 3.1.3, (iii) to elect to receive the Stock Consideration for a part of such holder’s Colonial Financial BOP Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial BOP Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp ISBC Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial BOP Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial BOP Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial BOP Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of ISBC Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp ISBC and Colonial Financial BOP may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial BOP shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial BOP Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial BOP stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial BOP Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp ISBC shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) or if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of ISBC Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to ISBC Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of ISBC. In lieu of the issuance of any such fractional share, ISBC shall pay to each former holder of BOP Common Stock who otherwise would be entitled to receive a fractional share of ISBC Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the average of the daily closing sales prices of a share of ISBC Common Stock as reported on the Nasdaq for the five consecutive trading days immediately preceding the Closing Date. For purposes of determining any fractional share interest, all shares of BOP Common Stock owned by a BOP stockholder shall be combined so as to calculate the maximum number of whole shares of ISBC Common Stock issuable to such BOP stockholder.

Election Procedures. 3.2.1. Holders An Election Form, together with a letter of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (transmittal and instructions for use in either case without interest) effecting the surrender of the Scottdale Certificates in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock Merger Consideration (the “Stock Conversion NumberLetter of Transmittal”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and any other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Scottdale Certificates shall pass, only upon proper delivery of such Scottdale Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not no more than 40 Business Days and no less than 20 business days but not more than 40 business days Business Days prior to the anticipated Effective Time Date or on such earlier date as Cape Bancorp Mid Penn and Colonial Financial Scottdale shall mutually agree (the “Mailing Date”) ), to each holder of record of Colonial Financial Scottdale Common Stock as of five business days Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject pursuant to the allocation and election procedures set forth in this Section 3.2, which holders of Scottdale Common Stock will: (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Per Share Common Stock Consideration for with respect to all or a part portion of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part their shares of such holder’s Colonial Financial Scottdale Common Stock (collectively, the “Cash/Common Stock ConsiderationElection Shares”); (ii) (an election elect to receive the Cash/Stock Per Share Cash Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which all or a portion of their shares of Scottdale Common Stock (collectively, the holder thereof “Cash Election Shares”); or (iii) make a Non-Election with respect to their shares of Scottdale Common Stock. Nominee record holders who hold Scottdale Common Stock on behalf of multiple beneficial owners shall not, as be required to indicate how many of the shares held by them are Common Stock Election DeadlineShares, have made an election by submission to Cash Election Shares and No-Election Shares. Mid Penn and Scottdale shall direct the Exchange Agent of an effective, properly completed to make the Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp and Colonial Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Scottdale Common Stock during the period between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of Deadline upon such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly madeholders’ request. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. (a) Holders of Colonial Financial Common TNB Stock may elect to receive shares of NHTB Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial Common TNB Stock in accordance with the following procedures, provided that, in the aggregate, 50% eighty percent (80%) of the total number of shares of Colonial Financial Common TNB Stock issued and outstanding at the Effective Time, excluding including any Treasury Stock Dissenting Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common TNB Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common TNB Stock as to which a holder of TNB Stock has elected to receive the Cash Election Consideration (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common TNB Stock as to which a holder of TNB Stock Election has been made elected to receive the Stock Consideration (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial Common TNB Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial TNB and Cape Bancorp NHTB shall mutually agree (“Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such earlier date as Cape Bancorp TNB and Colonial Financial NHTB shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common TNB Stock as of five business days (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.22.07, (i) to elect to receive the Cash Consideration for all cash with respect to each share of the shares of Colonial Financial Common TNB Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3holder, (ii) to elect to receive the all NHTB Stock Consideration for all with respect to each share of TNB Common Stock held by such shares (a “Stock Election”) in accordance with Section 3.1.3holder, (iii) to elect to receive the Stock Consideration for cash with respect to a part of such holder’s Colonial Financial Common TNB Stock and the Cash Consideration for NHTB Stock with respect to the remaining part of such holder’s Colonial Financial Common TNB Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common NHTB Stock for such shares (a “Non-Election”)shares. A holder of record of shares of Colonial Financial Common TNB Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common TNB Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Colonial Financial Common TNB Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NHTB Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th twenty-fifth (25th) day following the Mailing Date (or such other time and date as Cape Bancorp TNB and Colonial Financial NHTB may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial TNB shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp NHTB may permit, to all persons Persons who become holders (or beneficial owners) of Colonial Financial Common TNB Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Colonial Financial TNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common TNB Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder TNB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Colonial Financial Common TNB Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp NHTB shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (Bii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1(a) An election form (an “Election Form”) shall be mailed with the Proxy Statement-Prospectus (or on such later date as HeritageBanc may request) to each holder of record of shares of HeritageBanc Common Stock as of the record date for the meeting of holders of HeritageBanc Common Stock called for the purpose of considering and acting upon this Agreement and the Contemplated Transactions. The date the Election Form is mailed to shareholders of HeritageBanc is referred to as the “Mailing Date.” (b) Each Election Form shall entitle the holder of shares of HeritageBanc Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to: (i) elect to receive the Cash Consideration for all of such holder’s shares of HeritageBanc Common Stock (a “Cash Election”); (ii) elect to receive the Stock Consideration for all of such holder’s shares of HeritageBanc Common Stock (a “Stock Election”); (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares of HeritageBanc Common Stock and the Stock Consideration with respect to such holder’s remaining shares of HeritageBanc Common Stock (a “Mixed Election”); or (iv) make no valid election as to the receipt of the Cash Consideration or the Stock Consideration (a ”Non-Election”). Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number record of shares of Colonial Financial HeritageBanc Common Stock issued and outstanding at who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial HeritageBanc Common Stock shall be converted into the Cash Considerationheld by that Share Representative for a particular beneficial owner. Shares of Colonial Financial HeritageBanc Common Stock as to which a Cash Election has been made (including, including pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial HeritageBanc Common Stock as to which a Stock Election has been made (including, including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial HeritageBanc Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number For purposes of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedthis Section, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form Dissenting Shares shall be deemed Non-to be Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall must be submitted to received by the Exchange Agent (as defined below) on or before 5:00 p.m., New York City time, p.m. on the 20th day thirtieth (30th) Business Day following the Mailing Date (or such other time and date as Cape Bancorp Old Second and Colonial Financial HeritageBanc may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates certificates representing outstanding shares of HeritageBanc Common Stock (“Certificates”) (or customary affidavits and, if required by Old Second or the Exchange Agent, indemnification and indemnification a surety bond, regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial HeritageBanc Common Stock covered by such Election Form, together with a duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange AgentTransmittal Letter. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation election has been properly madeor timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. 3.2.4. (d) Within ten (10) Business Days after the Election Deadline, Old Second shall cause the Exchange Agent to effect the allocation among shareholders of HeritageBanc of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Aggregate Stock Election Number equals or exceeds the Required Stock Conversion Election Number, then all Cash Election Shares and all Non-Election Shares shall will be converted into the right to receive the Cash Consideration, and, subject with respect to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to Shares, then: (A) that number of Stock Election Shares held by such holder which is equal to the product obtained by multiplying (x1) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of Excess Amount by (2) such holdershareholder’s Stock Election Shares Percentage (such amount being referred to as such shareholder’s “Individual Stock Excess Amount”), shall be converted into the right to receive the Cash Consideration.; and 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all B) that number of Stock Election Shares equal to the difference between (1) such shareholder’s Individual Stock Election Number, less (2) such shareholder’s Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration and Consideration. (ii) If the Non-Election Shares and Aggregate Cash Election Shares shall be treated in Number exceeds the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Required Cash Election SharesNumber, then all Cash Stock Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall will be converted into the right to receive the Stock Consideration, and, subject with respect to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of and Non-Election Shares, then: (A) that number of Cash Election Shares held by such holder and Non-Election Shares which is equal to the product obtained by multiplying (x1) the Cash Election Excess Amount by (2) such shareholder’s Cash Election Percentage (such amount being referred to as such shareholder’s “Individual Cash Excess Amount”), shall be converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of and Non-Election Shares and the denominator of which is equal to the total number of difference between (1) such shareholder’s Individual Cash Election SharesNumber, with the remaining number of less (2) such holdershareholder’s Individual Cash Election Shares being Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If all shareholders of HeritageBanc make only a Stock Election, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all HeritageBanc Shareholders, such that following such allocation fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Cash Consideration. (v) If all shareholders of HeritageBanc make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all HeritageBanc Shareholders, such that following such allocation fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding Shares are converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. (a) Holders of Colonial Financial Common FBFC Stock may elect to receive shares of NHTB Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial Common FBFC Stock in accordance with the following procedures, provided that, in the aggregate, 50% eighty percent (80%) of the total number of shares of Colonial Financial Common FBFC Stock issued and outstanding at the Effective Time, excluding including any Treasury Stock Dissenting Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common FBFC Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common FBFC Stock as to which a holder of FBFC Stock has elected to receive the Cash Election Consideration (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common FBFC Stock as to which a holder of FBFC Stock Election has been made elected to receive the Stock Consideration (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial Common FBFC Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial FBFC and Cape Bancorp NHTB shall mutually agree (an “Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such earlier date as Cape Bancorp FBFC and Colonial Financial NHTB shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common FBFC Stock as of five business days (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.23.07, (i) to elect to receive the Cash Consideration for all cash with respect to each share of the shares of Colonial Financial Common FBFC Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3holder, (ii) to elect to receive the all NHTB Stock Consideration for all with respect to each share of FBFC Common Stock held by such shares (a “Stock Election”) in accordance with Section 3.1.3holder, (iii) to elect to receive the Stock Consideration for cash with respect to a part of such holder’s Colonial Financial Common FBFC Stock and the Cash Consideration for NHTB Stock with respect to the remaining part of such holder’s Colonial Financial Common FBFC Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common NHTB Stock for such shares (a “Non-Election”)shares. A holder of record of shares of Colonial Financial Common FBFC Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common FBFC Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Colonial Financial Common FBFC Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NHTB Stock, subject to Section 3.06; provided, however, that for purposes of making the proration calculations provided for in this Section 3.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th twenty-fifth (25th) day following the Mailing Date (or such other time and date as Cape Bancorp NHTB and Colonial Financial FBFC may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial FBFC shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp NHTB may permit, to all persons Persons who become holders (or beneficial owners) of Colonial Financial Common FBFC Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Colonial Financial FBFC shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common FBFC Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder FBFC shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Colonial Financial Common FBFC Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp NHTB shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (Bii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interesti) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), All elections contemplated by Section 1.6(a) shall be converted into the Stock Consideration made on a form designed for that purpose prepared by Private and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as reasonably acceptable to which a Cash Election Piedmont (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder Holders of record of shares of Colonial Financial Piedmont Common Stock who holds hold such shares as nomineenominees, trustee trustees or in another other representative capacity capacities (a “RepresentativeRepresentatives”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Colonial Financial Piedmont Common Stock held by each such Representative for a particular beneficial owner. Any References in this Section 1.6(i) to shares of Colonial Financial Piedmont Common Stock with respect shall also include shares of Piedmont Preferred Stock to which the holder thereof shall not, be converted into Piedmont Common Stock as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed described in Section 1.4(d) above. (ii) The Election Form shall be deemed Non-mailed on the same date as the date on which the Proxy Statement (as defined in Section 5.16) is mailed to all holders of record of shares of Piedmont Common Stock or Piedmont Preferred Stock as of the record date of the Shareholders’ Meeting (as defined below). Thereafter Piedmont and Private shall each use reasonable efforts to (i) mail the Election Shares. 3.2.3Form to all persons who become record holders of shares of Piedmont Common Stock during the period between the record date for the Shareholders’ Meeting and 5:00 p.m., Atlanta, Georgia Time, on the day five (5) business days prior to the date of the Shareholders’ Meeting and (ii) make the Election Form available to all persons who become holders of shares of Piedmont Common Stock subsequent to such day and no later than the close of business on the day prior to the Shareholders’ Meeting. To In order to be effective, a properly completed an Election Form shall must be submitted to received by the Exchange Agent (as defined below), on or before 5:00 p.m., New York City timeAtlanta, Georgia Time, on the 20th business day following prior to the Mailing Date Shareholders’ Meeting (or such other time and date as Cape Bancorp Private and Colonial Financial Piedmont may mutually agree) (the “Election Deadline”); provided, however, however that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates certificates theretofore representing Piedmont Common Stock (“Certificate(s)”) (or customary affidavits and and, if required by Private pursuant to Section 2.1(a), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Piedmont Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation election has been properly madeor timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. All elections will be revocable until the Election Deadline and thereafter shall be irrevocable. 3.2.4. If (iii) Each Election Form shall entitle the holder of shares of Piedmont Common Stock Election Number exceeds (or the Stock Conversion Number, then all Cash Election Shares beneficial owner through appropriate and all Non-Election Shares shall be converted into the right customary documentation and instructions) to (i) elect to receive the Cash ConsiderationConsideration for all of such holder’s shares (a “Cash Election”), and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled (ii) elect to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number for all of such holder’s shares (a “Stock Election Shares being converted into the right Election”), (iii) elect to receive the Cash Consideration. 3.2.5. If Consideration with respect to some of such holder’s shares and the Stock Election Number is less than Consideration with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) make no election or indicate that such holder has no preference as to the receipt of the Cash Consideration or the Stock Conversion Number Consideration (the amount by a “Non-Election”). Shares of Piedmont Common Stock as to which the a valid Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” The aggregate number of shares of Piedmont Common Stock Conversion Number exceeds the Stock as to which a valid Cash Election Number being is made is referred to herein as the “Shortfall Cash Election Number”), then all .” Shares of Piedmont Common Stock as to which a valid Stock Election Shares shall be converted into the right has been made (including pursuant to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.Mixed Election)

Election Procedures. 3.2.1. Holders of Colonial Financial FMBT Common Stock may elect to receive shares of PFS Common Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial FMBT Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the provisions of Section 3.2.6, 50% of the total number of shares of Colonial Financial FMBT Common Stock issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial FMBT Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial FMBT Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial FMBT Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial FMBT Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial FMBT Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of PFS Common Stock with respect to such shares. 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial FMBT and Cape Bancorp PFS shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp PFS and Colonial Financial FMBT shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial FMBT Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial FMBT Common Stock held by such holder (a “Cash Election”) ), in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) ), in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial FMBT Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial FMBT Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp PFS Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial FMBT Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial FMBT Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial FMBT Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of PFS Common Stock, subject to Section 3.1.5 hereof. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp PFS and Colonial Financial FMBT may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial FMBT shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp PFS may permit, to all persons who become holders (or beneficial owners) of Colonial Financial FMBT Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial FMBT shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial FMBT Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial an FMBT stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial FMBT Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp PFS shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 3.2.7 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 3.2.7 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 3.2.7 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. 3.2.6. Notwithstanding anything in this Article III to the contrary, if the aggregate value of the Stock Consideration to be delivered as of the Effective Time less the amount of cash paid in lieu of fractional shares of PFS Common Stock pursuant to Section 3.2.7 (the “Stock Value”) is less than 42.5% of the sum of (i) the aggregate value of the Merger Consideration to be delivered as of the Effective Time, plus (ii) the value of any consideration described in Treasury Regulations Section 1.368-1(e)(1)(ii), plus (iii) cash paid to holders of Dissenting Shares, plus (iv) the value of any consideration paid by PFS or any of its Subsidiaries (or any “related person” to PFS or any of its Subsidiaries within the meaning of Treasury Regulations Section 1.368-1(e)(3)) to acquire shares of FMBT Common Stock prior to the Effective Time (such sum, the “Aggregate Value”), then PFS may reduce the number of shares of outstanding FMBT Common Stock entitled to receive the Cash Consideration and correspondingly increase the number of shares of FMBT Common Stock entitled to receive the Stock Consideration by the minimum amount necessary to cause the Stock Value to equal 42.5% of the Aggregate Value.

Election Procedures. 3.2.1. Holders of Colonial Financial GCB Common Stock may elect to receive shares of OFC Common Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial GCB Common Stock in accordance with the following procedures, procedures set forth herein; provided that, in the aggregate, 50and subject to the provisions of this Section 3.2, 60% of the total number of shares of Colonial Financial GCB Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock Non-Exchangeable Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial GCB Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial GCB Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial GCB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial GCB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial GCB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial GCB and Cape Bancorp OFC shall mutually agree (“Election Form”), shall be mailed not no more than 40 business days and no less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp OFC and Colonial Financial GCB shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial GCB Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial GCB Common Stock held by such holder (a “Cash Election”) holder, in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) shares, in accordance with Section 3.1.3, (iii) to elect to receive the Stock Consideration for a part of such holder’s Colonial Financial GCB Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial GCB Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”)Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp OFC Common Stock for such shares (a “Non-Election”)shares. A holder of record of shares of Colonial Financial GCB Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial GCB Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial GCB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Jersey time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp OFC and Colonial Financial GCB may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial GCB shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp OFC may permit, to all persons who become holders (or beneficial owners) of Colonial Financial GCB Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial GCB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and duly executed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates (including delivery by electronic book-entry form) or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial GCB Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder an GCB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Colonial Financial GCB Common Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp OFC shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All elections shall be revoked automatically if the Exchange Agent is notified in writing by OFC or GCB, upon exercise by OFC or GCB of its respective or their mutual rights to terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI and OFC shall cause all Certificates to be promptly returned without charge to all persons submitting Election Forms to the Exchange Agent. 3.2.4. If the aggregate number of shares of GCB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of and Stock Election Shares of each holder thereof will be entitled converted into the right to receive the Stock Consideration only with in respect to of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. (a) Holders of Colonial Financial Common Optima Stock may elect to receive shares of Cambridge Stock Consideration or Cash Consideration cash (in either case without interest) in exchange for their shares of Colonial Financial Common Optima Stock in accordance with the following procedures, provided that, in the aggregate, 50% ninety-five percent (95%) of the total number of shares of Colonial Financial Common Optima Stock issued and outstanding at the Effective Time, excluding including any Treasury Stock Dissenting Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Optima Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Optima Stock as to which a holder of Optima Stock has elected to receive the Cash Election Consideration (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Optima Stock as to which a holder of Optima Stock Election has been made elected to receive the Stock Consideration (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial Common Optima Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial Optima and Cape Bancorp Cambridge shall mutually agree (“Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such earlier date as Cape Bancorp Optima and Colonial Financial Cambridge shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Optima Stock as of five business days (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.22.07, (i) to elect to receive the Cash Consideration for all cash with respect to each share of the shares of Colonial Financial Common Optima Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3holder, (ii) to elect to receive the all Cambridge Stock Consideration for all with respect to each share of Optima Common Stock held by such shares (a “Stock Election”) in accordance with Section 3.1.3holder, (iii) to elect to receive the Stock Consideration for cash with respect to a part of such holder’s Colonial Financial Common Optima Stock and the Cash Consideration for Cambridge Stock with respect to the remaining part of such holder’s Colonial Financial Common Optima Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Cambridge Stock for such shares (a “Non-Election”)shares. A holder of record of shares of Colonial Financial Common Optima Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Optima Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Colonial Financial Common Optima Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Cambridge Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th twenty-fifth (25th) day following the Mailing Date (or such other time and date as Cape Bancorp Optima and Colonial Financial Cambridge may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial Optima shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp Cambridge may permit, to all persons Persons who become holders (or beneficial owners) of Colonial Financial Common Optima Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Colonial Financial Optima shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Optima Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder an Optima shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Colonial Financial Common Optima Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp Cambridge shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (Bii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. 3.2.1. Holders Oak Hill Financial will cause to be sent to ------------------- all record holders of Colonial L▇▇▇▇▇▇▇ Financial Common Stock may elect as of a record date fixed for such purpose by L▇▇▇▇▇▇▇ Financial, with the concurrence of Oak Hill Financial, not later than 30 days prior to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares the expected Closing Date, and Oak Hill Financial will use its best efforts to cause to be sent to each holder of Colonial L▇▇▇▇▇▇▇ Financial Common Stock in accordance with the following procedureswho first becomes a holder after such date, provided that, in the aggregate, 50% of the total number of shares of Colonial Financial Common Stock issued and outstanding at the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Common Stock shall be converted into the Cash Consideration. Shares of Colonial Financial Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Colonial Financial Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Oak Hill Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial L▇▇▇▇▇▇▇ Financial shall mutually agree (the “Mailing Date”"Election Form") and other appropriate materials to each holder effect the surrender of record certificates representing shares of Colonial L▇▇▇▇▇▇▇ Financial Common Stock in exchange for either cash or stock as of five business days prior to the Mailing Date (the “provided herein. The Election Form Record Date”). Each Election Form shall permit will allow each such holder, subject to the allocation and election procedures set forth in this Section 3.2, holder (i) to elect to receive the Cash Stock Consideration for with respect to all of the such holder's shares of Colonial L▇▇▇▇▇▇▇ Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3Common, (ii) to elect to receive the Stock Cash Consideration for with respect to all of such holder's shares (a “Stock Election”) in accordance with Section 3.1.3of L▇▇▇▇▇▇▇ Financial Common, (iii) to elect to receive the Stock Cash Consideration for a part with respect to some of such holder’s Colonial 's shares of L▇▇▇▇▇▇▇ Financial Common Stock and the Cash Stock Consideration for the remaining part of with respect to such holder’s Colonial 's remaining shares of L▇▇▇▇▇▇▇ Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference election (the "No-Election Shares"). Shares of L▇▇▇▇▇▇▇ Financial Common as to which an election to receive the receipt Stock Consideration has been made, including pursuant to a mixed election, are referred to herein as "Stock Election Shares." Shares of cash or Cape Bancorp L▇▇▇▇▇▇▇ Financial Common Stock for such shares (as to which an election to receive the Cash As Executed Consideration has been made, including pursuant to a “Non-Election”). A holder mixed election, are referred to herein as "Cash Election Shares." As of record of the Election Deadline, as defined below, any shares of Colonial L▇▇▇▇▇▇▇ Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, not have made an such election by submission to the Registrar and Transfer Co., as Exchange Agent (the "Exchange Agent"), of an effective, properly completed Election Form shall be deemed Nonto be No-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted Any election to receive the Exchange Agent on Stock Consideration or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp and Colonial Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election Cash Consideration shall have been properly made only if the Exchange Agent shall have actually received by 5:00 p.m., New Jersey time, three business days prior to the Closing Date (or such other time as Oak Hill Financial and L▇▇▇▇▇▇▇ Financial may mutually agree) (the "Election Deadline"), a properly completed Election Form by the Election DeadlineForm. An Election Form shall will be deemed properly completed only if accompanied by one or more Certificates certificates representing all shares of L▇▇▇▇▇▇▇ Financial covered thereby (or customary affidavits and and, if required by Oak Hill Financial, indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with all other documents required by the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior with respect to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Sharesshares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent if, but only if if, such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp All elections shall cause automatically be revoked if the Certificate or Certificates relating Merger is abandoned for any reason, whereupon all certificates for shares of L▇▇▇▇▇▇▇ Financial Common to any revoked Election Form to which each such election relates shall be promptly returned without charge to the person holder submitting the Election Form same to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4, consistent with the duty of the Exchange Agent to give effect to such elections, modifications or revocations to the extent possible. If For the Stock Election Number exceeds purpose of this Section 2.11, the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, number of shares of L▇▇▇▇▇▇▇ Financial held of record by each holder of L▇▇▇▇▇▇▇ Financial immediately prior to the Effective Time shall be determined with reference to a complete list of the holders of L▇▇▇▇▇▇▇ Financial prepared and certified as correctly reflecting its stock records by L▇▇▇▇▇▇▇ Financial as of the Election Deadline (the "Stock Election Shares will be entitled to receive List"). Each entry on the Stock Consideration List shall be presumed to represent a different holder of L▇▇▇▇▇▇▇ Financial unless it appears from the face of the Stock List that several entries are only with respect to variations in the spelling or presentation of the same name or names. Any questions concerning the Stock List shall be determined by the Exchange Agent, the decision of which shall be final and binding on all parties involved. Holders of record of shares of L▇▇▇▇▇▇▇ Financial Common who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that number such Representative certifies that each such Election Form covers all of Stock Election Shares the shares of L▇▇▇▇▇▇▇ Financial Common held by that Representative for a particular beneficial owner. Oak Hill Financial may establish such holder equal other rules and procedures relating to the product obtained by multiplying (x) elections herein provided, not inconsistent with the number terms of Stock Election Shares held by such holder by (y) a fractionthis Agreement, as may be necessary to facilitate the numerator prompt and orderly receipt and processing of which is the Stock Conversion Number elections and the denominator prompt distribution of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares Cash Consideration to which the former holders of L▇▇▇▇▇▇▇ Financial become entitled by virtue of this Agreement, including procedures governing the issuance and Cash Election Shares shall be treated delivery of certificates of Oak Hill Common into which shares of L▇▇▇▇▇▇▇ Financial Common are converted in the following manner: (A) if Merger and the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be payment for L▇▇▇▇▇▇▇ Financial Common converted into the right to receive the Cash Consideration andin the Merger, subject provided that no such rule or procedure shall have the effect of impairing the continuity of proprietary interest needed to Section 3.2.6 hereof, each qualify the Merger as a tax-free reorganization under the Code. No transfer taxes shall be payable by any shareholder of L▇▇▇▇▇▇▇ Financial with respect to the issuance of certificates for Oak Hill Common and no expenses shall be imposed on any shareholder of L▇▇▇▇▇▇▇ Financial in connection with the conversion of shares of L▇▇▇▇▇▇▇ Financial Common into cash or shares of Oak Hill Common and the delivery of such cash or shares to the former holder of Non-Election Shares L▇▇▇▇▇▇▇ Financial Common entitled thereto, except that (i) if any certificate of Oak Hill Common is to be issued in a name other than that in which a certificate or certificates for shares of L▇▇▇▇▇▇▇ Financial surrendered shall receive have been registered, it shall be a condition to such issuance that the Stock Consideration in respect person requesting such issuance shall pay to Oak Hill Financial any transfer taxes payable by reason thereof or of that number any prior transfer of Non-Election Shares held by such holder equal surrendered certificate or certificates or establish to the product obtained by multiplying satisfaction of Oak Hill Financial that such As Executed taxes have been paid or are not payable, and (xii) the number nothing herein shall relieve a shareholder of Non-Election Shares held by such holder by (y) a fraction, the numerator L▇▇▇▇▇▇▇ Financial Common of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, any expenses associated with the remaining number of surrendering such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number 's certificates of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal L▇▇▇▇▇▇▇ Financial Common to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash ConsiderationExchange Agent.

Election Procedures. 3.2.1(a) An election form in such form as MSTI and Citizens shall mutually agree (an “Election Form”) shall be mailed no later than the Mailing Date (as defined below) to each Election Stockholder as of the Effective Time. The “Mailing Date” shall be the date that is ten (10) Business Days after the Effective Time. (b) Each Election Form shall entitle the Election Stockholder (or the beneficial owner of Citizens Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”); (ii) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”); (iii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”), provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (100) of such holder’s shares; or (iv) make no valid election as to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, 50% of the total number record of shares of Colonial Financial Citizens Common Stock issued and outstanding at who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Colonial Financial Citizens Common Stock shall be converted into the Cash Considerationheld by that Share Representative for a particular beneficial owner. Shares of Colonial Financial Citizens Common Stock as to which a Cash Election has been made (including, including pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Colonial Financial Citizens Common Stock as to which a Stock Election has been made (including, including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Colonial Financial Citizens Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number Shares of shares of Colonial Financial Citizens Common Stock with respect to which a Stock Election has been made is held by any Mandatory Cash Stockholder are referred to herein as the “Stock Mandatory Election NumberShares.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected” For purposes of this Section, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Colonial Financial and Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such earlier date as Cape Bancorp and Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Colonial Financial Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Cash Consideration for all of the shares of Colonial Financial Common Stock held by such holder (a “Cash Election”) in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”) in accordance with Section 3.1.3, (iii) elect to receive the Stock Consideration for a part of such holder’s Colonial Financial Common Stock and the Cash Consideration for the remaining part of such holder’s Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of cash or Cape Bancorp Common Stock for such shares (a “Non-Election”). A holder of record of shares of Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Colonial Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form Dissenting Shares shall be deemed Non-Cash Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Cape Bancorp and Colonial Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline, the shares of Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Cape Bancorp shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 3.2.6 hereof, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 3.2.6 hereof, each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.