AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 2.2

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

CAPE BANCORP, INC.,

CAPE SAVINGS BANK

AND

BOARDWALK BANCORP, INC. AND

BOARDWALK BANK

JULY 26, 2007

TABLE OF CONTENTS

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(ii)

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), is dated as of July 26, 2007, by and among CAPE SAVINGS BANK, a New Jersey-chartered mutual savings bank (“Cape Savings”), CAPE BANCORP, INC., a Maryland corporation in formation (“Cape Bancorp”) and BOARDWALK BANCORP, INC., a New Jersey corporation (“Boardwalk Bancorp”), and its wholly owned subsidiary, BOARDWALK BANK, a New Jersey state bank.

WHEREAS, the Board of Directors of each of the parties has approved this Agreement and (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of the respective parties, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with their respective business strategies;

WHEREAS, in connection with the transactions described in this Agreement, Cape Savings will convert from the mutual form of organization to the capital stock form of organization, and in connection with such Conversion, Cape Bancorp will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the business transactions described in this Agreement and to prescribe certain conditions thereto.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, both here and throughout this Agreement, references to Articles and Sections refer to Articles and Sections of this Agreement).

“Affiliate” means, with respect to any Person, any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director.

“Agreement” means this agreement, and any amendment or supplement hereto.

“Applications” means the applications for regulatory approval that are required by the transactions contemplated hereby.

“Appraised Value Range” means the range of the estimated consolidated pro forma market value of Cape Bancorp upon consummation of the Conversion and the Merger, as determined by the Independent Valuation.

“BHCA” shall mean the Bank Holding Company Act of 1956, as amended.

“Bank Merger” shall mean the merger of Boardwalk Bank with and into Cape Savings, with Cape Savings as the surviving institution, which merger shall occur following the Merger.

“Bank Regulator” shall mean any federal or state banking regulator, including but not limited to the FDIC, the OTS, the NJDOBI, and the FRB, which regulates Cape Savings or Boardwalk Bank, or any of their respective holding companies or subsidiaries, as the case may be.

“Boardwalk Bank” shall mean Boardwalk Bank, a New Jersey-chartered bank, with its principal offices located at 201 Shore Road, Linwood, New Jersey 08221, which is a wholly owned subsidiary of Boardwalk Bancorp.

“Boardwalk Bancorp” shall mean Boardwalk Bancorp, Inc., a New Jersey corporation, with its principal offices located at 201 Shore Road, Linwood, New Jersey 08221.

“Boardwalk Bancorp Common Stock” shall mean the common stock, par value $5.00 per share, of Boardwalk Bancorp.

“Boardwalk Bancorp Compensation and Benefit Plans” shall have the meaning set forth in Section 4.12.1.

“BOARDWALK BANCORP DISCLOSURE SCHEDULE” shall mean a written disclosure schedule delivered by Boardwalk Bancorp to Cape Bancorp specifically referring to the appropriate section of this Agreement and describing in reasonable detail the matters described therein.

“Boardwalk Bancorp Financial Statements” shall mean (i) the audited consolidated statements of financial condition (including related notes and schedules, if any) of Boardwalk Bancorp as of December 31, 2006 and 2005 and the consolidated statements of income, changes in stockholders’ equity and comprehensive income (loss), and cash flows (including related notes and schedules, if any) of Boardwalk Bancorp for each of the three years ended December 31, 2006, 2005 and 2004, as set forth in Boardwalk Bancorp’s annual report for the year ended December 31, 2006, and (ii) the unaudited interim consolidated financial statements of Boardwalk Bancorp as of the end of each calendar quarter following December 31, 2006 and for the periods then ended, as filed by Boardwalk Bancorp in its Securities Documents.

“Boardwalk Bancorp Option” shall mean an option to purchase shares of Boardwalk Bancorp Common Stock granted pursuant to the Boardwalk Bancorp Stock Option Plans and outstanding as of the date hereof, as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 3.5.

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“Boardwalk Bancorp Regulatory Reports” means the Call Reports of Boardwalk Bank and accompanying schedules, as filed with the FDIC and NJDOBI, for each calendar quarter beginning with the quarter ended March 31, 2006, through the Closing Date, and all Reports filed with the FRB by Boardwalk Bancorp from December 31, 2005 through the Closing Date.

“Boardwalk Bancorp Stockholders Meeting” means the meeting of stockholders of Boardwalk Bancorp to be held for the purpose of considering and approving this Agreement and the Merger.

“Boardwalk Bancorp Stock Option Plans” means the Boardwalk Bank 2000 Director Stock Option Plan, the Boardwalk Bank 2000 Stock Option Plan, and the Boardwalk Bancorp 2006 Stock Incentive Plan.

“Boardwalk Bancorp Stock Benefit Plans” shall mean the Boardwalk Bancorp Stock Option Plans and the Boardwalk Bancorp, Inc. Employee Stock Purchase Plan, and any and all amendments thereto.

“Boardwalk Bancorp Subsidiary” means any corporation, 50% or more of the capital stock of which is owned, either directly or indirectly, by Boardwalk Bancorp or Boardwalk Bank, except any corporation the stock of which is held in the ordinary course of the lending activities of Boardwalk Bank.

“Cape Bancorp” shall mean Cape Bancorp, Inc., a Maryland corporation in formation with its principal executive offices located at 225 North Main Street, Cape May Court House, New Jersey 08201, which was organized in connection with the Conversion.

“Cape Bancorp Common Stock” shall mean the common stock, par value $0.01 per share, of Cape Bancorp that will be issued in the Offering and the Merger.

“CAPE BANCORP DISCLOSURE SCHEDULE” shall mean a written disclosure schedule delivered by Cape Bancorp to Boardwalk Bancorp specifically referring to the appropriate section of this Agreement and describing in reasonable detail the matters contained therein.

“Cape Savings” shall mean Cape Savings Bank, a New Jersey chartered savings bank, with its principal offices located at 225 North Main Street, Cape May Court House, New Jersey 08201, and shall include Cape Savings Bank in either mutual or stock form.

“Cape Savings Compensation and Benefit Plans” shall have the meaning set forth in Section 5.11.

“Cape Savings Financial Statements” shall mean the (i) the audited consolidated statements of financial condition (including related notes and schedules) of Cape Savings as of December 31, 2006 and 2005 and the consolidated statements of income, changes in equity and cash flows (including related notes and schedules, if any) of Cape Savings for each of the two years ended December 31, 2006 and 2005, and (ii) the unaudited interim consolidated financial statements of Cape Savings as of the end of each quarter following December 31, 2006, and for the periods then ended.

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“Cape Savings Regulatory Reports” means the Call Reports of Cape Savings and accompanying schedules, as filed with the FDIC and NJDOBI, for each calendar quarter beginning with the quarter ended March 31, 2006, through the Closing Date.

“Cape Savings Subsidiary” means any corporation, 50% or more of the capital stock of which is owned, either directly or indirectly, by Cape Savings or any Affiliate, except any corporation the stock of which is held in the ordinary course of the lending activities of Cape Savings.

“Cash Election” shall have the meaning set forth in Section 3.2.2.

“Cash Election Shares” shall have the meaning set forth in Section 3.2.1.

“Certificate” shall mean certificates evidencing shares of Boardwalk Bancorp Common Stock.

“Closing” shall have the meaning set forth in Section 2.2.

“Closing Date” shall have the meaning set forth in Section 2.2.

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreements” shall mean the confidentiality agreements referred to in Section 12.1.

“Conversion” shall mean the conversion from mutual to stock form of Cape Savings, pursuant to the Plan of Conversion adopted by Cape Savings.

“Conversion Offering” shall mean the offering, in connection with the Conversion, of shares of Cape Bancorp Common Stock in a subscription offering and, if necessary, a community offering and/or a syndicated community offering.

“Conversion Price Per Share” shall have the meaning set forth in Section 2.9.

“Conversion Prospectus” shall mean a prospectus issued by Cape Bancorp in connection with the Offering, that meets all of the requirements of the Securities Act, applicable state securities laws and banking laws and regulations.

“Conversion Registration Statement” shall mean the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of Cape Bancorp Common Stock to be offered and issued in connection with the Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of Cape Bancorp Common Stock to be offered and issued in connection with the Offering and to be offered to holders of Boardwalk Bancorp Common Stock in connection with the Merger.

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“Depositor(s)” shall mean a former or current depositor of Cape Savings that under the Plan of Conversion is given, as indicated by the context, the priority opportunity to purchase Cape Bancorp Common Stock in the Conversion Offering or the opportunity to vote on the Plan of Conversion.

“DIF” shall mean the Deposit Insurance Fund as administered by the FDIC.

“Effective Time” shall mean the date and time specified pursuant to Section 2.2 as the effective time of the Merger.

“Election Deadline” shall have the meaning set forth in Section 3.2.3.

“Election Form” shall have the meaning set forth in Section 3.2.2.

“Election Form Record Date” shall have the meaning set forth in Section 3.2.2.

“Environmental Laws” means any federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any governmental entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Law includes without limitation (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601, et seq; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq; the Clean Air Act, as amended, 42 U.S.C. §7401, et seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq; the Toxic Substances Control Act, as amended, 15 U.S.C. §2601, et seq; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq; and all comparable state and local laws, and (b) any common law (including without limitation common law that may impose strict liability) that may impose liability or obligations for injuries or damages due to the presence of or exposure to any Materials of Environmental Concern.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Agent” shall mean a bank or trust company or other agent designated by Cape Bancorp, and reasonably acceptable to Boardwalk Bancorp, which shall act as agent for Cape Bancorp in connection with the exchange procedures for converting Certificates into the Merger Consideration.

“Exchange Fund” shall have the meaning set forth in Section 3.3.1.

“FDIA” shall mean the Federal Deposit Insurance Act, as amended.

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“FDIC” shall mean the Federal Deposit Insurance Corporation or any successor thereto.

“FHLB” shall mean the Federal Home Loan Bank of New York.

“FRB” shall mean the Board of Governors of the Federal Reserve System or any successor thereto.

“GAAP” shall mean Generally Accepted Accounting Principles, consistently applied and as in effect from time to time in the United States of America.

“Governmental Entity” shall mean any Federal or state court, administrative agency or commission or other governmental authority or instrumentality.

“HOLA” shall mean the Home Owners’ Loan Act, as amended.

“Independent Valuation” shall mean the appraised pro forma market value of the Cape Bancorp Common Stock issued in the Conversion, and any updates, as determined by an independent appraiser.

“IRS” shall mean the United States Internal Revenue Service.

“Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) means those facts that are known, or should have been known after inquiry reasonable in the circumstances, by the executive officers of such Person, and includes any facts, matters or circumstances set forth in any written notice from any Bank Regulator or any other material written notice received by that Person.

“Mailing Date” shall have the meaning set forth in Section 3.2.2.

“Material Adverse Effect” shall mean, with respect to Cape Bancorp or Cape Savings or Boardwalk Bancorp or Boardwalk Bank, respectively, any effect that (i) is material and adverse to the financial condition, results of operations or business of Cape Bancorp, Cape Savings and their Subsidiaries taken as a whole, or Boardwalk Bancorp, Boardwalk Bank and their Subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either Boardwalk Bancorp or Boardwalk Bank, on the one hand, or Cape Bancorp and Cape Savings, on the other hand, to perform their obligations under this Agreement; provided, however, that in determining whether a “Material Adverse Effect” has occurred, there shall be excluded any effect resulting from or attributable to (a) changes in laws, rules or regulations, or published interpretations thereof by courts or governmental authorities, affecting financial institutions and their holding companies generally, (b) changes in GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, (c) actions and omissions of a party hereto (or any of its Subsidiaries) taken with the prior written consent of the other party, (d) this Agreement (including the announcement thereof) or the transactions contemplated hereby and the effects of compliance with this Agreement on the operating performance of the parties including the expenses incurred by the parties hereto in consummating the transactions contemplated by this Agreement, (e) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the

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occurrence of any militaristic or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, provided that such changes do not disproportionately affect Boardwalk Bancorp or Boardwalk Bank, on the one hand, compared to Cape Bancorp and Cape Savings, on the other hand, or vice versa, as the case may be, (f) changes in general economic conditions or interest rates or any other events, conditions or trends affecting financial institutions and their holding companies generally, provided that such changes, events, conditions or trends do not disproportionately affect Boardwalk Bancorp or Boardwalk Bank, on the one hand, compared to Cape Bancorp and Cape Savings, on the other hand, or vice versa, as the case may be, (g) with respect to Boardwalk Bancorp, the effects of the balance sheet restructuring effected during the quarter ended March 31, 2007 as disclosed in Boardwalk Bancorp’s Securities Documents, and, provided further, that a decrease in the trading or market price of Boardwalk Bancorp Common Stock shall not be considered, by itself, to constitute a Material Adverse Effect.

“Materials of Environmental Concern” shall mean pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, and any other materials regulated under Environmental Laws.

“Merger” shall mean the merger of Boardwalk Bancorp with and into Cape Bancorp (or a subsidiary thereof) pursuant to the terms hereof.

“Merger Consideration” shall mean the cash or Cape Bancorp Common Stock, or combination thereof, to be paid by Cape Bancorp for each share of Boardwalk Bancorp Common Stock, as set forth in Section 3.1.

“Merger Registration Statement” shall mean the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of Cape Bancorp Common Stock to be offered to holders of Boardwalk Bancorp Common Stock in connection with the Merger. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of Cape Bancorp Common Stock to be offered and sold in connection with the Offering and to be offered to holders of Boardwalk Bancorp Common Stock in connection with the Merger.

“MGCL” shall mean the Maryland General Corporation Law.

“Mixed Election” shall have the meaning set forth in Section 3.2.2.

“NASD” shall mean the National Association of Securities Dealers, Inc.

“NJBCA” shall mean the New Jersey Business Corporation Act, as amended.

“NJDOBI” shall mean the New Jersey Department of Banking and Insurance.

“Non-Election” shall have the meaning set forth in Section 3.2.2.

“Non-Election Shares” shall have the meaning set forth in Section 3.2.1.

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“Offering” shall mean the Conversion Offering.

“Option Payment” shall have the meaning set forth in Section 3.5.

“OTS” shall mean the Office of Thrift Supervision or any successor thereto.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” shall have the meaning set forth in Section 4.12.2.

“Person” shall mean any individual, corporation, partnership, joint venture, association, trust or “group” (as that term is defined under the Exchange Act).

“Plan of Conversion” shall mean the Plan of Conversion and Reorganization pursuant to which Cape Savings will convert from the mutual form of organization to the capital stock form of organization.

“Pre-Closing” shall have the meaning set forth in Section 10.1.

“Pre-Closing Date” shall be the date on which the Pre-Closing occurs.

“Proxy Statement-Prospectus” shall mean the proxy statement/prospectus, as amended or supplemented, to be delivered to stockholders of Boardwalk Bancorp in connection with the solicitation of their approval of this Agreement and the transactions contemplated hereby and the offering of the Cape Bancorp Common Stock to them as Merger Consideration. The Proxy Statement-Prospectus may be combined with the Conversion Prospectus delivered to offerees in the Conversion Offering.

“Regulatory Agreement” shall have the meaning set forth in Section 4.11.3.

“Representative” shall have the meaning set forth in Section 3.2.2

“Rights” shall mean warrants, options, rights, convertible securities, stock appreciation rights and other arrangements or commitments that obligate an entity to issue or dispose of any of its capital stock or other ownership interests or which provide for compensation based on the equity appreciation of its capital stock.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Documents” shall mean all reports, offering circulars, proxy statements, registration statements and all similar documents filed, or required to be filed, pursuant to the Securities Laws.

“Securities Laws” shall mean the Securities Act; the Exchange Act; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Shortfall Number” shall have the meaning set forth in Section 3.2.5.

“Stock Conversion Number” shall have the meaning set forth in Section 3.2.1.

“Stock Election Shares” shall have the meaning set forth in Section 3.2.1.

“Stock Exchange” shall mean The Nasdaq Stock Market, LLC.

“Subsidiary” shall have the meanings set forth in Rule 1-02 of Regulation S-X of the SEC.

“Surviving Corporation” shall have the meaning set forth in Section 2.1.

“Termination Date” shall mean June 30, 2008.

Other terms used herein are defined in the preamble or elsewhere in this Agreement.

ARTICLE II

THE MERGER

As promptly as practicable following the satisfaction or waiver of the conditions to each party’s respective obligations hereunder, and subject to the terms and conditions of this Agreement, at the Effective Time: (a) Boardwalk Bancorp shall merge with and into Cape Bancorp, or a to-be-formed subsidiary of Cape Bancorp, with Cape Bancorp (or the subsidiary) as the resulting or surviving corporation (the “Surviving Corporation”); and (b) the separate existence of Boardwalk Bancorp shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of Boardwalk Bancorp shall be vested in and assumed by Cape Bancorp. As part of the Merger, each share of Boardwalk Bancorp Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Article III. Immediately after the Merger, Boardwalk Bank shall merge with and into Cape Savings, with Cape Savings as the resulting institution under the name “Cape Bank,” (or such other name as determined by the Board of Directors of Cape Savings) which name shall be effective at the time of the consummation of the Bank Merger.

The Merger shall be effected by the filing of a certificate of merger with the New Jersey Office of the Secretary of State in accordance with the NJBCA, and the filing of articles of merger with the Maryland Department of Assessments and Taxation in accordance with the MGCL, on the day of the closing (the “Closing Date”) provided for in Article X (the “Closing”). The “Effective Time” means the date and time upon which the certificate of merger is filed with the New Jersey Office of the Secretary of State and the articles of merger are filed with the Maryland Department of Assessments and Taxation. The Closing of the Merger shall immediately follow the closing of the Offering and completion of the Conversion.

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The Articles of Incorporation and Bylaws of Cape Bancorp as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended as provided therein and by applicable law. A copy of the Articles of Incorporation and Bylaws of Cape Bancorp, substantially to be in effect on the Closing Date, are included in CAPE BANCORP DISCLOSURE SCHEDULE 2.3.

Except as provided in Section 2.5, the directors of Cape Bancorp immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Cape Bancorp immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

Each of the directors of Cape Bancorp and Cape Savings immediately prior to the Effective Time shall continue as directors of Cape Bancorp and Cape Savings immediately after the Effective Time. Prior to the Effective Time, but effective conditioned upon Closing, Cape Bancorp and Cape Savings shall increase the size of their respective boards of directors (the “Boards”) by three directors so that upon such increase, (i) each Board shall consist of ten directors and (ii) each Board shall appoint as directors to fill the three resulting vacancies Michael D. Devlin, Agostino R. Fabietti and Thomas K. Ritter (collectively, the “Boardwalk Bancorp Designees”). Mr. Ritter shall serve as a director in the class of directors whose term expires in 2010, Mr. Devlin shall serve as a director in the class of directors whose term expires in 2009 and Mr. Fabietti shall serve as a director in the class of directors whose term expires in 2008. Subject to their fiduciary duties, each Board shall take all action necessary to appoint each of Messrs. Fabietti and Devlin to their respective Board for a three-year term following the expiration of their terms listed above. If any Boardwalk Bancorp Designee shall be unable or unwilling to serve as a nominee or a director for any reason either prior to his appointment as a director or during his term of office, then the remaining Boardwalk Bancorp Designees shall be entitled to designate another person acceptable to a majority of the members of the respective Boards, and any such person shall become a “Boardwalk Bancorp Designee” for all purposes under this Agreement.

At and after the Effective Time, the Merger shall have the effects as set forth in the NJBCA and MGCL.

It is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement

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and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code. Following the Closing, neither Cape Bancorp, Cape Savings, Boardwalk Bancorp nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code. Cape Bancorp, Cape Savings and Boardwalk Bancorp each hereby agrees to deliver certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable counsel to deliver the legal opinion contemplated by Section 9.1.6, which certificates shall be effective as of the date of such opinion, such delivery conditioned on the accuracy of the relevant facts as of the date of delivery.

Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, Cape Savings or Cape Bancorp shall be entitled to revise the structure of the Merger, the Bank Merger or the Conversion, provided that (i) there are no adverse Federal or state income tax consequences to Boardwalk Bancorp stockholders as a result of the modification; (ii) the consideration to be paid to the holders of Boardwalk Bancorp Common Stock under this Agreement is not thereby changed in kind or value or reduced in amount as a result of such change in structure and, in the case of revision to the structure of the Conversion, the pro forma capitalization of Cape Bancorp shall not be materially different than that contemplated by the Conversion Prospectus; and (iii) such modification will not delay materially or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger. Each of Cape Bancorp, Cape Savings, Boardwalk Bancorp and Boardwalk Bank agrees to appropriately amend this Agreement and any related documents in order to reflect any such revised structure. Notwithstanding the foregoing, as a matter of clarification, this Section 2.8 shall not be deemed to permit Cape Savings and Cape Bancorp to revise the structure of any of the transactions contemplated by this Agreement to provide for a mutual holding company structure without the prior written consent of Boardwalk Bancorp, which consent may be withheld in its sole discretion.

Contemporaneous with the adoption of this Agreement, the Board of Directors of Cape Savings is adopting a Plan of Conversion for Cape Savings to convert to the capital stock form of organization. Cape Bancorp is being organized to act as the holding company for Cape Savings, and to offer for sale shares of common stock to Depositors in the Conversion, based on the Independent Valuation. The price per share of the shares of Cape Bancorp Common Stock to be issued in the Conversion is referred to as the “Conversion Price Per Share.” The Conversion Price Per Share is expected to be $10.00. The shares of Cape Bancorp Common Stock to be issued in connection with the Merger may be either shares unsubscribed for in the Conversion Offering, or if such shares are unavailable, authorized but unissued shares of Cape Bancorp Common Stock, which shares shall be issued immediately following completion of the Conversion.

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If, at any time after the Effective Time, Cape Bancorp shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in Cape Bancorp or Cape Savings its right, title or interest in, to or under any of the rights, properties or assets of Boardwalk Bancorp or Boardwalk Bank, or (ii) otherwise carry out the purposes of this Agreement, Boardwalk Bancorp shall be deemed to have granted to Cape Bancorp an irrevocable power of attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in Cape Bancorp its right, title or interest in, to or under any of the rights, properties or assets of Boardwalk Bancorp or (b) otherwise carry out the purposes of this Agreement, and the officers and directors of Cape Bancorp are authorized in the name of Boardwalk Bancorp or Boardwalk Bank or otherwise to take any and all such action.

ARTICLE III

CONVERSION OF SHARES

At the Effective Time, by virtue of the Merger and without any action on the part of Cape Bancorp, Boardwalk Bancorp or the holders of any of the shares of Boardwalk Bancorp Common Stock, the Merger shall be effected in accordance with the following terms:

3.1.1. All shares of Boardwalk Bancorp Common Stock held in the treasury of Boardwalk Bancorp and each share of Boardwalk Bancorp Common Stock owned by Cape Bancorp, Cape Savings or any direct or indirect wholly owned subsidiary of Cape Savings or of Boardwalk Bancorp immediately prior to the Effective Time (other than shares held in a fiduciary capacity or in connection with debts previously contracted) shall, at the Effective Time, cease to exist, and the Certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. Each share of Cape Bancorp Common Stock and Cape Savings common stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding following the Effective Time and shall be unchanged by the Merger.

3.1.2. Each outstanding share of Boardwalk Bancorp Common Stock immediately outstanding prior to the Effective Time (except for shares of Boardwalk Bancorp Common Stock cancelled or retired pursuant to Section 3.1.1 above) shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive at the election of the holder thereof as provided in Section 3.2 either (A) 2.3 shares of Cape Bancorp Common Stock (the “Exchange Ratio,” and such shares, the “Stock Consideration”), or (B) $23.00 in cash (the “Cash Consideration”).

3.1.3. In the event Cape Bancorp changes the Conversion Price Per Share prior to the Effective Time, from $10.00, the Exchange Ratio shall be proportionately and appropriately adjusted.

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3.1.4. After the Effective Time, shares of Boardwalk Bancorp Common Stock shall be no longer outstanding and shall be canceled automatically and shall cease to exist, and shall thereafter by operation of this Section 3.1 be the right to receive the Merger Consideration.

3.2.1. Holders of Boardwalk Bancorp Common Stock may elect to receive shares of Cape Bancorp Common Stock or cash, or a combination thereof (in all cases without interest) in exchange for their shares of Boardwalk Bancorp 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 Boardwalk Bancorp 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 Boardwalk Bancorp Common Stock shall be converted into the Cash Consideration. Shares of Boardwalk Bancorp 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 Boardwalk Bancorp 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 Boardwalk Bancorp 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 Boardwalk Bancorp 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 Boardwalk Bancorp and Cape Bancorp shall mutually agree (the “Election Form”), shall be mailed no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such earlier date as Boardwalk Bancorp and Cape Bancorp shall mutually agree (the “Mailing Date”) to each holder of record of Boardwalk Bancorp Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Boardwalk Bancorp Common Stock between the Election Form Record Date and the Election Deadline. 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 Boardwalk Bancorp Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.2, (ii) to elect to receive the Stock Consideration for all of such shares (a “Stock Election”), in accordance with Section 3.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder’s Boardwalk Bancorp Common Stock and the Cash Consideration for the remaining part of such holder’s Boardwalk Bancorp Common Stock (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 Boardwalk Bancorp 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 Boardwalk Bancorp Common Stock held by such Representative for a particular beneficial owner. Any shares of Boardwalk Bancorp Common Stock with respect to which the holder

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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 4:00 p.m., New Jersey time, on the 25 ^th day following the Mailing Date (or such other time and date as Cape Bancorp and Boardwalk Bancorp may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cape Savings shall use all reasonable efforts to make available as promptly as possible an Election Form to any holder of record of Boardwalk Bancorp Common Stock who requests such Election Form following the initial mailing of the Election Forms and prior to the Election Deadline. Boardwalk Bancorp 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 Boardwalk Bancorp Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Boardwalk Bancorp 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 (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Boardwalk Bancorp 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, Cape Bancorp shall have reasonable discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Election Forms. The good faith decision of Cape Bancorp or the Exchange Agent in such matters shall be conclusive and binding. Neither Cape Bancorp nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form submitted to the Exchange Agent.

3.2.4. In the event of the termination of this Agreement after holders of shares of Boardwalk Bancorp Common Stock have deposited their Certificates with the Exchange Agent, Cape Bancorp, Cape Savings and Boardwalk Bancorp shall jointly and promptly instruct the Exchange Agent to return all Certificates to the Persons who deposited the same.

3.2.5. Not more than seven (7) Business Days after the Election Deadline, the Exchange Agent shall calculate the allocation among holders of shares of Boardwalk Bancorp Common Stock of rights to receive Stock Consideration and/or Cash Consideration in the Merger as follows:

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(A) If the Stock Election Number equals 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 each holder of Stock Election Shares will be entitled to receive the Stock Consideration.

(B) 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 (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.

(C) 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:

(1) 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 (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

(2) if the Shortfall Number exceeds the number of Non-Election Shares, then, subject to Section 3.2.6 hereof, all Non-Election Shares shall be converted into the right to receive the Stock 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.

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3.2.6. No Fractional Shares . Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Cape Bancorp Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Cape Bancorp 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 Cape Bancorp. In lieu of the issuance of any such fractional share, Cape Bancorp shall pay to each former holder of Boardwalk Bancorp Common Stock who otherwise would be entitled to receive a fractional share of Cape Bancorp Common Stock, an amount in cash determined by multiplying the Conversion Price Per Share by the fraction of a share of Cape Bancorp Common Stock which such holder would otherwise be entitled to receive pursuant to Section 3.1.2. No interest will be paid on the cash that holders of such fractional shares shall be entitled to receive upon such delivery. For purposes of determining any fractional share interest, all shares of Boardwalk Bancorp Common Stock owned by a Boardwalk Bancorp stockholder shall be combined so as to calculate the maximum number of whole shares of Cape Bancorp Common Stock issuable to such Boardwalk Bancorp stockholder.

3.3.1. Cape Bancorp or Cape Savings to Make Merger Consideration Available. After the Election Deadline and prior to the Effective Time, Cape Bancorp or Cape Savings shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of Boardwalk Bancorp Common Stock, for exchange in accordance with this Section 3.3, certificates representing the shares of Cape Bancorp Common Stock and an estimated amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III (including the estimated amount of cash to be paid in lieu of fractional shares of Cape Bancorp Common Stock)(such cash and certificates for shares of Cape Bancorp Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”).

3.3.2. Exchange Procedures for Effective Election Forms Submitted by Election Deadline . As soon as practicable after the Effective Time (and in any case no later than five (5) business days thereafter), Cape Bancorp shall cause the Exchange Agent to mail the Merger Consideration to holders of Boardwalk Bancorp Common Stock who have submitted effective Election Forms prior to the Election Deadline.

3.3.3. Exchange Procedures in Absence of Effective Election Forms Submitted Prior to Election Deadline . Within five (5) business days after the Effective Time, Cape Bancorp shall take all steps necessary to cause the Exchange Agent to mail to each record holder of Boardwalk Bancorp Common Stock immediately prior to the Effective Time who has not surrendered an Election Form and Certificates representing all of the shares of Boardwalk Bancorp Common Stock owned by such holder pursuant to Section 3.2.3, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares into which the Boardwalk Bancorp Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal (which shall be subject to the reasonable approval of Boardwalk Bancorp) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the

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Exchange Agent. Promptly, but no more than five (5) business days, after proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing, in the aggregate, that number of shares of Cape Bancorp Common Stock (if any) to which such former holder of Boardwalk Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, (ii) a check representing that amount of cash (if any) to which such former holder of Boardwalk Bancorp Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of Cape Bancorp Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 3.3.3, and the Certificate so surrendered shall forthwith be canceled. Each outstanding Certificate which prior to the Effective Time represented Boardwalk Bancorp Common Stock and which was not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership (including, without limitation, for purposes of voting and dividends) of the number of shares of Cape Bancorp Common Stock and/or the right to receive the amount of Cash Consideration which such Boardwalk Bancorp Common Stock shall have been converted. In the event of a transfer of ownership of Boardwalk Bancorp Common Stock which is not registered in the transfer records of Boardwalk Bancorp, a certificate representing, in the aggregate, the proper number of shares of Boardwalk Bancorp Common Stock and/or check in the proper amount pursuant to Section 3.1.2 may be issued with respect to such Boardwalk Bancorp Common Stock, as the case may be, to such a transferee if the Certificate formerly representing such shares of Boardwalk Bancorp Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. No interest will be paid or accrued on the cash payable in lieu of fractional shares. Certificates surrendered for exchange by any person who is an “affiliate” of Boardwalk Bancorp for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Cape Bancorp Common Stock until Cape Bancorp or Cape Savings has received the written agreement of such person contemplated by Section 8.5. Persons who have submitted an effective Election Form as provided in Section 3.2.3 and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 3.3.

3.3.4. Rights of Certificate Holders after the Effective Time . The holder of a Certificate that prior to the Merger represented issued and outstanding Boardwalk Bancorp Common Stock shall have no rights, after the Effective Time, with respect to such Boardwalk Bancorp Common Stock except to surrender the Certificate in exchange for the Merger Consideration as provided in this Agreement. No dividends or other distributions declared after the Effective Time with respect to Cape Bancorp Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.3. After the surrender of a Certificate in accordance with this Section 3.3, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Cape Bancorp Common Stock represented by such Certificate.

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3.3.5. Surrender by Persons Other than Record Holders . If the Person surrendering a Certificate and signing the accompanying letter of transmittal is not the record holder thereof, then it shall be a condition of the payment of the Merger Consideration that: (i) such Certificate is properly endorsed to such Person or is accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, and is otherwise in proper form for transfer, or is accompanied by appropriate evidence of the authority of the Person surrendering such Certificate and signing the letter of transmittal to do so on behalf of the record holder; and (ii) the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

3.3.6. Closing of Transfer Books . From and after the Effective Time, there shall be no transfers on the stock transfer books of Boardwalk Bancorp of the Boardwalk Bancorp Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be exchanged for the Merger Consideration and canceled as provided in this Section 3.3.

3.3.7. Return of Exchange Fund . At any time following the twelve (12) month period after the Effective Time, Cape Bancorp shall be entitled to require the Exchange Agent to deliver to it any portions of the Exchange Fund which had been made available to the Exchange Agent and not disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to Cape Bancorp (subject to abandoned property, escheat and other similar laws) with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, any cash in lieu of fractional shares of Cape Bancorp Common Stock to which such holders are entitled pursuant to Section 3.2.6 and any dividends or distributions with respect to shares of Cape Bancorp Common Stock to which such holders are entitled pursuant to Section 3.3.4.

3.3.8. No Liability . None of Cape Bancorp, Boardwalk Bancorp, any of their respective Affiliates or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other similar law.

3.3.9. Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Cape Bancorp, the posting by such person of a bond in such customary amount as Cape Bancorp may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof.

3.3.10. Withholding. Cape Bancorp or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the

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transactions contemplated hereby to any holder of Boardwalk Bancorp Common Stock such amounts as Cape Bancorp (or any Affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Cape Bancorp or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Boardwalk Bancorp Common Stock in respect of whom such deduction and withholding were made by Cape Bancorp or the Exchange Agent.

Cape Bancorp shall reserve for issuance a sufficient number of shares of the Cape Bancorp Common Stock for the purpose of issuing shares of Cape Bancorp Common Stock to the Boardwalk Bancorp stockholders in accordance with this Article III.

3.5.1 BOARDWALK BANCORP DISCLOSURE SCHEDULE 3.5.1 sets forth all of the outstanding Boardwalk Bancorp Options as of the date hereof. At the Effective Time, and pursuant to the terms of the Boardwalk Bancorp Option Plans, each Boardwalk Bancorp Option that is unexercised and outstanding, whether or not then exercisable, immediately prior thereto shall, by reason of the Merger, be cancelled and, in exchange for the cancellation of such Boardwalk Bancorp Option, the holder thereof shall be paid by Cape Bancorp or Cape Savings on the Closing Date in cash an amount, net of required tax withholdings, equal to (i) the excess of (A) the Cash Consideration per share over (B) the exercise price per share of each such Boardwalk Bancorp Option multiplied by (ii) the total number of shares of Boardwalk Bancorp Common Stock subject to the Boardwalk Bancorp Option (the “Option Payment”). Boardwalk Bancorp shall give written notice to the each holder of a then-outstanding Boardwalk Bancorp Option that such holder will receive the payment described herein in exchange for such holders outstanding Options and Boardwalk Bancorp shall use its reasonable best efforts to obtain the written acknowledgment of each such holder of the receipt of such notice.

3.5.2 Boardwalk Bancorp shall take such action as is necessary to provide that as of no later than three (3) business days prior to the Closing Date no further shares of Boardwalk Bancorp Common Stock will be purchased under the Boardwalk Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Boardwalk Bancorp DRIP”); provided, that such cessation of further purchases following the Closing Date shall be conditioned upon the consummation of the Merger. Immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, Boardwalk Bancorp shall terminate the Boardwalk Bancorp DRIP. No later than 30 calendar days following the date of this Agreement, Boardwalk Bancorp shall take such action as is necessary to terminate the Employee Stock Purchase Plan (the “Boardwalk Bancorp ESPP”).

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BOARDWALK BANCORP AND

BOARDWALK BANK

Boardwalk Bancorp and Boardwalk Bank represent and warrant to Cape Bancorp and Cape Savings that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the BOARDWALK BANCORP DISCLOSURE SCHEDULE delivered by Boardwalk Bancorp to Cape Bancorp on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date. Boardwalk Bancorp and Boardwalk Bank have made a good faith effort to ensure that the disclosure on each schedule of the BOARDWALK BANCORP DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the BOARDWALK BANCORP DISCLOSURE SCHEDULE, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of Boardwalk Bancorp shall include the Knowledge of Boardwalk Bank.

4.1.1. Boardwalk Bancorp is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and is duly registered as a bank holding company under the BHCA. Boardwalk Bancorp has full corporate power and authority to carry on its business as now conducted and is duly licensed or qualified to do business in the State of New Jersey and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Boardwalk Bancorp.

4.1.2. Boardwalk Bank is a New Jersey state bank organized, validly existing and in good standing under New Jersey law. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.1.2 identifies each Boardwalk Bancorp Subsidiary and (other than as to Boardwalk Bank) describes the business conducted by such entity. The deposits of Boardwalk Bank are insured by the FDIC through the DIF to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid by Boardwalk Bank when due. Each other Boardwalk Bancorp Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.

4.1.3. The respective minute books of Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary accurately record, in all material respects, all material corporate actions of their respective stockholders and boards of directors (including committees).

4.1.4. Prior to the date of this Agreement, Boardwalk Bancorp has made available to Cape Savings true and correct copies of the certificate of incorporation and bylaws of Boardwalk Bancorp and Boardwalk Bank.

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4.2.1. Except as disclosed on BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.2.1, the authorized capital stock of Boardwalk Bancorp consists of 12,500,000 shares of common stock, $5.00 par value per share, of which 4,292,860 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights, and no shares of preferred stock. There are 18,000 shares of Boardwalk Bancorp Common Stock held by Boardwalk Bancorp as treasury stock. Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has or is bound by any Rights of any character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on any shares of Boardwalk Bancorp Common Stock, or any other security of Boardwalk Bancorp or any securities representing the right to vote, purchase or otherwise receive any shares of Boardwalk Bancorp Common Stock or any other security of Boardwalk Bancorp other than shares issuable under the Boardwalk Bancorp Stock Benefit Plans. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.2.1 sets forth: the name of each holder of an outstanding award granted under any Boardwalk Bancorp Stock Benefit Plan, identifying the nature of such award; as to outstanding options or warrants to purchase Boardwalk Bancorp Common Stock, the number of shares each such individual may acquire pursuant to the exercise of such options or warrants, the grant, vesting and expiration dates, and the exercise price relating to such options or warrants held; and the names of each holder of an outstanding restricted stock award, the number of shares subject to each award, and the grant and vesting dates.

4.2.2. Except as disclosed on BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.2.2, Boardwalk Bancorp owns all of the capital stock of Boardwalk Bank, free and clear of any lien or encumbrance. Boardwalk Bancorp does not possess, directly or indirectly, any material equity interest in any corporate entity, except for equity interests held in the investment portfolios of Boardwalk Bancorp Subsidiaries, equity interests held by Boardwalk Bancorp Subsidiaries in a fiduciary capacity, and equity interests held in connection with the lending activities of Boardwalk Bancorp Subsidiaries, including stock in the FHLB.

4.2.3. To Boardwalk Bancorp’s Knowledge, except as disclosed in Boardwalk Bancorp’s proxy statement dated March 22, 2007, or in any subsequent Schedule 13D or 13G filed with the SEC, no Person or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), is the beneficial owner (as defined in Section 13(d) of the Exchange Act) of 5% or more of the outstanding shares of Boardwalk Bancorp Common Stock.

4.3.1. Boardwalk Bancorp and Boardwalk Bank each has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Boardwalk Bancorp and Boardwalk Bank, and of the agreement referenced in Section 4.13, and the completion by Boardwalk Bancorp and Boardwalk Bank of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Boardwalk Bancorp and Boardwalk Bank, respectively, and, except for approval of the stockholders of Boardwalk Bancorp, no other corporate proceedings on the part of Boardwalk Bancorp or Boardwalk Bank are necessary to complete the transactions contemplated hereby, up

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to and including the Merger. This Agreement, and the agreement referenced in Section 4.13, have been duly and validly executed and delivered by Boardwalk Bancorp and Boardwalk Bank, and the Bank Merger has been duly and validly approved by the Board of Directors of Boardwalk Bank, and by Boardwalk Bancorp in its capacity as sole stockholder of Boardwalk Bank, and subject to approval by the stockholders of Boardwalk Bancorp of the Agreement and receipt of the required approvals of the Bank Regulators described in Section 8.4, constitutes the valid and binding obligations of Boardwalk Bancorp and Boardwalk Bank, enforceable against Boardwalk Bancorp and Boardwalk Bank in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and as to Boardwalk Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity.

4.3.2. (A) The execution and delivery of this Agreement by Boardwalk Bancorp and Boardwalk Bank, and of the agreement referenced in Section 4.13, (B) subject to receipt of the approvals and consents referred to in Sections 4.4 and 8.4, and Boardwalk Bancorp’s and Cape Bancorp’s compliance with any conditions contained therein, and subject to the receipt of the approval of Boardwalk Bancorp’s stockholders, the consummation of the transactions contemplated hereby, and (C) compliance by Boardwalk Bancorp and Boardwalk Bank with any of the terms or provisions hereof: will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary or the articles of incorporation and bylaws of Boardwalk Bank; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Boardwalk Bancorp or Boardwalk Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other investment or obligation to which Boardwalk Bancorp or Boardwalk Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries taken as a whole.

Except for the consents, waivers, approvals, filings and registrations from or with the Bank Regulators (A) referred to in Section 8.4 and compliance with any conditions contained therein, (B) the filing of the Merger Registration Statement and the declaration of effectiveness of the Merger Registration Statement by the SEC, and such proxy solicitation materials and reports, schedules and forms under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (C) the filing of the articles of merger and certificate of merger as referred to in Section 2.2 hereof, (D) such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Boardwalk Bancorp and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws, and (E) and the approval of this Agreement by the requisite vote of

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the stockholders of Boardwalk Bancorp, no consents, waivers or approvals of, or filings or registrations with, any Bank Regulator are necessary, and no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary, in connection with (a) the execution and delivery of this Agreement by Boardwalk Bancorp and Boardwalk Bank, and (b) the completion by Boardwalk Bancorp and Boardwalk Bank of the Merger and the Bank Merger. Boardwalk Bancorp and Boardwalk Bank have no reason to believe that (i) any required approvals from a Bank Regulator or other required consents or approvals will not be received, or that (ii) any public body or authority, the consent or approval of which is not required or to which a filing is not required, will object to the completion of the transactions contemplated by this Agreement.

4.5.1. Boardwalk Bancorp has previously made available to Cape Savings the Boardwalk Bancorp Regulatory Reports. The Boardwalk Bancorp Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders’ equity of Boardwalk Bancorp as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.

4.5.2. Boardwalk Bancorp has previously made available to Cape Savings the Boardwalk Bancorp Financial Statements. The Boardwalk Bancorp Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows of Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by SEC Regulation S-X.

4.5.3. At the date of each balance sheet included in the Boardwalk Bancorp Financial Statements, Boardwalk Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Boardwalk Bancorp Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

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Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a). Boardwalk Bancorp, or the appropriate Boardwalk Bancorp Subsidiary, has duly filed all federal, state and material local tax returns required to be filed by or with respect to Boardwalk Bancorp and every Boardwalk Bancorp Subsidiary on or prior to the Closing Date (all such returns, to Boardwalk Bancorp’s Knowledge, being accurate and correct in all material respects) and has duly paid or made provisions for the payment of all material federal, state and local taxes which (i) have been incurred by Boardwalk Bancorp and any Boardwalk Bancorp Subsidiary; (ii) are due or claimed to be due from Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary by any taxing authority; or (iii) are due pursuant to any written tax sharing agreement, in each case on or prior to the Closing Date, other than taxes or other charges which (x) are not delinquent, (y) are being contested in good faith, or (z) have not yet been fully determined. As of the date of this Agreement, Boardwalk Bancorp has received no written notice of, and to Boardwalk Bancorp’s Knowledge there is no audit examination, deficiency assessment, tax investigation or refund litigation with respect to any taxes of Boardwalk Bancorp or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where Boardwalk Bancorp or any of its Subsidiaries do not file tax returns that Boardwalk Bancorp or any such Subsidiary is subject to taxation in that jurisdiction. Boardwalk Bancorp and its Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any material tax due that is currently in effect. Boardwalk Bancorp and each of its Subsidiaries has withheld and paid all material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and Boardwalk Bancorp and each of its Subsidiaries, to Boardwalk Bancorp’s Knowledge, has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements.

Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, taken as a whole, have not suffered any Material Adverse Effect since December 31, 2006, and no event has occurred or circumstance arisen since that date which, in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, taken as a whole.

4.8.1. Except as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Boardwalk Bancorp or any Boardwalk Bancorp

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Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to Cape Bancorp or any Cape Bancorp Subsidiary; (vi) any agreement, written or oral, that obligates Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary for the payment of more than $20,000 annually; or (vii) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

4.8.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

4.8.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to Cape Savings on or before the date hereof, are listed on BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.1 and 4.8.2 and are in full force and effect on the date hereof, and neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary (nor, to the Knowledge of Boardwalk Bancorp, any other party to any such contract, arrangement or instrument) has materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. No plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary is a party or under which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the

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occurrence of a change in ownership or control of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary or upon the occurrence of a subsequent event; or (y) requires Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary to provide a benefit in the form of Boardwalk Bancorp Common Stock or determined by reference to the value of Boardwalk Bancorp Common Stock.

4.9.1. Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Bancorp or each Boardwalk Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Boardwalk Bancorp Regulatory Reports and in the Boardwalk Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, inter-bank credit facilities, or any transaction by a Boardwalk Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Boardwalk Bancorp and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Boardwalk Bancorp Financial Statements.

4.9.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

4.9.3. Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 identifies all

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policies of insurance maintained by Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary.

Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary is a party to any, and there are no pending or, to Boardwalk Bancorp’s Knowledge, threatened legal, administrative, arbitration or other proceedings, claims (whether asserted or unasserted), actions or governmental investigations or inquiries of any nature (i) against Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary (other than routine bank regulatory examinations) or (ii) to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary’s assets are or may be subject, except for any proceedings, claims, actions, investigations or inquiries which, if adversely determined, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, taken as a whole. There are no legal, administrative, arbitration or other proceedings, claims, actions or governmental investigations challenging the validity or propriety of any of the transactions and/or agreements contemplated by, referred to in or related to this Agreement (including the schedules hereto).

4.11.1. Each of Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Equal Credit Opportunity Act, the Bank Secrecy Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has received any written notice to the contrary.

4.11.2. Each of Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and to the Knowledge of Boardwalk Bancorp, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining the approvals set forth in Section 8.4.

4.11.3. For the period beginning January 1, 2005, neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has received any written notification or to Boardwalk Bancorp’s Knowledge any other communication from any Bank Regulator (i) asserting that Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary; (iii) requiring or

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threatening to require Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary, or indicating that Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit, in any material respect the operations of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has consented to or entered into any currently effective Regulatory Agreement. The most recent regulatory rating given to Boardwalk Bank as to compliance with the Community Reinvestment Act is satisfactory or better.

4.11.4. Boardwalk Bank has implemented an anti-money laundering program that contains adequate and appropriate customer identification and verification procedures that has not been deemed ineffective by any governmental authority and that meets the requirements of the USA PATRIOT Act.

4.12.1. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.12.1 includes a list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare and fringe benefit plans, employment, severance and change in control agreements and all other material benefit practices, policies and arrangements maintained by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary in which any employee or former employee, consultant or former consultant or director or former director of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits (the “Boardwalk Bancorp Compensation and Benefit Plans”). Neither Boardwalk Bancorp nor any of its Subsidiaries has any commitment to create any additional Boardwalk Bancorp Compensation and Benefit Plan or to materially modify, change or renew any existing Boardwalk Bancorp Compensation and Benefit Plan (any modification or change that increases the cost of such plans would be deemed material), except as required to maintain the qualified status thereof. Boardwalk Bancorp has made available to Cape Savings true and correct copies of the Boardwalk Bancorp Compensation and Benefit Plans.

4.12.2. Each Boardwalk Bancorp Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, the Health Insurance Portability and Accountability Act and any regulations or rules promulgated thereunder, and all material filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have been timely made or

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any interest, fines, penalties or other impositions for late filings have been paid in full. Each Boardwalk Bancorp Compensation and Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and to the Knowledge of Boardwalk Bancorp, no circumstances exist which are reasonably likely to result in revocation of any such favorable determination letter. There is no material pending or, to the Knowledge of Boardwalk Bancorp, threatened action, suit or claim relating to any Boardwalk Bancorp Compensation and Benefit Plan (other than routine claims for benefits). Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has engaged in a transaction, or omitted to take any action, with respect to any Boardwalk Bancorp Compensation and Benefit Plan that would reasonably be expected to subject Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary to an unpaid tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.

4.12.3. No Boardwalk Bancorp Compensation and Benefit Plan is a defined benefit plan subject to Title IV of ERISA (“Boardwalk Bancorp Defined Benefit Plan”) or a “single-employer plan” (as defined in Section 4001(a) of ERISA), and no such plan is currently or formerly maintained by Boardwalk Bancorp or any entity which is considered one employer with Boardwalk Bancorp under Section 4001(b)(1) of ERISA or Section 414 of the Code (an “ERISA Affiliate”) (such plan hereinafter referred to as an “ERISA Affiliate Plan”). Neither Boardwalk Bancorp nor any of its Subsidiaries has provided, or is required to provide, security to any Boardwalk Bancorp Defined Benefit Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code or has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result in the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA. Neither Boardwalk Bancorp, its Subsidiaries, nor any ERISA Affiliate has contributed to any “multiemployer plan,” as defined in Section 3(37) of ERISA, on or after September 26, 1986. There is no pending or, to the Knowledge of Boardwalk Bancorp, threatened investigation or enforcement action by any Bank Regulator with respect to any Boardwalk Bancorp Compensation and Benefit Plan or any ERISA Affiliate Plan.

4.12.4. All material contributions required to be made under the terms of any Boardwalk Bancorp Compensation and Benefit Plan or ERISA Affiliate Plan to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary is a party or a sponsor have been timely made, and all anticipated contributions and funding obligations are accrued on Boardwalk Bancorp’s consolidated financial statements to the extent required by GAAP. Boardwalk Bancorp and its Subsidiaries have expensed and accrued as a liability the present value of future benefits under each applicable Boardwalk Bancorp Compensation and Benefit Plan for financial reporting purposes to the extent required by GAAP.

4.12.5. Except as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.12.5, neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has any obligations to provide retiree health, life insurance, disability insurance, or other retiree death benefits under any Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code. There has been no communication to employees by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary that would reasonably be expected to promise or guarantee such employees retiree health, life insurance, disability insurance, or other retiree death benefits.

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4.12.6. Boardwalk Bancorp and its Subsidiaries do not maintain any Boardwalk Bancorp Compensation and Benefit Plans covering employees who are not United States residents.

4.12.7. With respect to each Boardwalk Bancorp Compensation and Benefit Plan that is a Pension Plan that is intended to be qualified under Section 401(a) of the Code, if applicable, Boardwalk Bancorp has provided or made available to Cape Savings copies of the: (A) trust instruments and insurance contracts; (B) two most recent Forms 5500 filed with the IRS; (C) most recent actuarial report and financial statement; (D) most recent summary plan description; (E) most recent determination letter issued by the IRS; (F) any Form 5310 or Form 5330 filed with the IRS within the last two years; and (G) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests).

4.12.8. Except as disclosed in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.12.8, the consummation of the Merger will not, directly or indirectly (including, without limitation, as a result of any termination of employment or service at any time prior to or following the Effective Time) (A) entitle any employee, consultant or director to any payment or benefit (including severance pay, change in control benefit, or similar compensation) or any increase in compensation, (B) result in the vesting or acceleration of any benefits under any Boardwalk Bancorp Compensation and Benefit Plan or (C) result in any material increase in benefits payable under any Boardwalk Bancorp Compensation and Benefit Plan.

4.12.9. Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary maintains any compensation plans, programs or arrangements under which (i) any payment is reasonably likely to become non-deductible, in whole or in part, for tax reporting purposes as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder or (ii) any payment is reasonably likely to become taxable under Section 409A of the Code.

4.12.10. Except as disclosed in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.12.10, the consummation of the Merger will not, directly or indirectly (including without limitation, as a result of any termination of employment or service at any time prior to or following the Effective Time), entitle any current or former employee, director or independent contractor of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary to any actual or deemed payment (or benefit) which could constitute a “parachute payment” (as such term is defined in Section 280G of the Code).

4.12.11. There are no stock appreciation or similar rights, earned dividends or dividend equivalents, or shares of restricted stock, outstanding under any of the Boardwalk Bancorp Compensation and Benefit Plans or otherwise as of the date hereof and none will be granted, awarded, or credited after the date hereof.

4.12.12. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.12.12 sets forth, as of the payroll date immediately preceding the date of this Agreement, a list of the full names of all employees of Boardwalk Bank or Boardwalk Bancorp, their title and rate of salary, their date of hire and any changes in their rate of salary or title effected since December 31, 2006.

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Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement except for the retention of Janney Montgomery Scott LLC (“Janney”) by Boardwalk Bancorp and the fee payable pursuant thereto.

4.14.1. With respect to Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary:

(A) Each of Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, the Participation Facilities (defined below), and, to Boardwalk Bancorp’s Knowledge, the Loan Properties (defined below) are, and have been, in substantial compliance with, and are not liable under, any Environmental Laws;

(B) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Boardwalk Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any of the Boardwalk Bancorp Subsidiaries or any Participation Facility (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern (as defined herein), whether or not occurring at or on a site owned, leased or operated by it or any of the Boardwalk Bancorp Subsidiaries or any Participation Facility;

(C) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Boardwalk Bancorp’s Knowledge no such action is threatened, before any court, governmental agency or other forum relating to or against any Loan Property (or Boardwalk Bancorp or any of the Boardwalk Bancorp Subsidiaries in respect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by a Loan Property;

(D) The properties currently owned or operated by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary (including, without limitation, soil, groundwater or surface water on, or under the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law;

(E) Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has received any written notice, demand letter, executive or administrative order, directive or request for information from any federal, state, local or foreign governmental entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law;

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(F) Except as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.14.1(F), there are no underground storage tanks on, in or under any properties owned or operated by Boardwalk Bancorp or any of the Boardwalk Bancorp Subsidiaries or any Participation Facility, and no underground storage tanks have been closed or removed from any properties owned or operated by Boardwalk Bancorp or any of the Boardwalk Bancorp Subsidiaries or any Participation Facility;

(G) Except as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.14.1(G), during the period of (s) Boardwalk Bancorp’s or any of the Boardwalk Bancorp Subsidiaries’ ownership or operation of any of their respective current properties or (t) Boardwalk Bancorp’s or any of the Boardwalk Bancorp Subsidiaries’ participation in the management of any Participation Facility, there has been no contamination by or release of Materials of Environmental Concern in, on, under or affecting such properties. To Boardwalk Bancorp’s Knowledge, prior to the period of (x) Boardwalk Bancorp’s or any of the Boardwalk Bancorp Subsidiaries’ ownership or operation of any of their respective current properties or (y) Boardwalk Bancorp’s or any of the Boardwalk Bancorp Subsidiaries’ participation in the management of any Participation Facility, there was no contamination by or release of Materials of Environmental Concern in, on, under or affecting such properties; and

(H) Except as disclosed on BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.14.1(H), neither Boardwalk Bank nor any other Boardwalk Bancorp Subsidiary has conducted any environmental studies during the past ten years with respect to any properties owned or leased by it or any of its Subsidiaries, or with respect to any Participation Facility.

4.14.2. “Loan Property” means any property in which the applicable party (or a Subsidiary of it) holds a security interest, and, where required by the context, includes the owner or operator of such property, but only with respect to such property. “Participation Facility” means any facility in which the applicable party (or a Subsidiary of it) participates in the management (including all property held as trustee or in any other fiduciary capacity) and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

4.15.1. The allowance for loan losses reflected in Boardwalk Bancorp’s audited consolidated statement of financial condition at December 31, 2006 was, and the allowance for loan losses shown on the balance sheets in Boardwalk Bancorp’s Securities Documents for periods ending after December 31, 2006 will be, adequate, as of the dates thereof, under GAAP.

4.15.2. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.15.2 sets forth a listing, as of June 30, 2007, by account, of: (A) all loans (including loan participations) of Boardwalk Bank or any other Boardwalk Bancorp Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Boardwalk Bank or any other Boardwalk Bancorp Subsidiary which have been terminated by Boardwalk Bank or any other Boardwalk Bancorp Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and loan commitments as to which

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Boardwalk Bank or any other Boardwalk Bancorp Subsidiary has given written notice of its intent to terminate during the past twelve months; (D) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from Boardwalk Bank or any other Boardwalk Bancorp Subsidiary to any of their respective borrowers, customers or other parties during the past twelve months wherein Boardwalk Bank or any other Boardwalk Bancorp Subsidiary has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (E) each borrower, customer or other party which has notified Boardwalk Bank or any other Boardwalk Bancorp Subsidiary during the past twelve months of, or has asserted against Boardwalk Bank or any other Boardwalk Bancorp Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Boardwalk Bank, each borrower, customer or other party which has given Boardwalk Bank or any other Boardwalk Bancorp Subsidiary any oral notification of, or orally asserted to or against Boardwalk Bank or any other Boardwalk Bancorp Subsidiary, any such claim; (F) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (6) where a specific reserve allocation exists in connection therewith, and (G) all assets classified by Boardwalk Bank or any Boardwalk Bank Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.15.2 may exclude any individual loan with a principal outstanding balance of less than $25,000, provided that BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.15.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $25,000 that have been excluded.

4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Boardwalk Bancorp’s or the appropriate Boardwalk Bancorp Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of Boardwalk Bancorp, the loans, discounts and the accrued interest reflected on the books of Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. Except for loans pledged for collateral for FHLB borrowings or government deposits, all such loans are owned by Boardwalk Bancorp or the appropriate Boardwalk Bancorp Subsidiary free and clear of any liens.

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The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Except as set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.16, neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary is a party to any transaction (including any loan or other credit accommodation) with any Affiliate of Boardwalk Bancorp or any Boardwalk Bancorp Affiliate. All such transactions set forth in BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.16 (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. No loan or credit accommodation to any Affiliate of Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary is presently in default or, during the three-year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither Boardwalk Bancorp nor any Boardwalk Ba