CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements may include: management plans relating to either the Transactions or the Two River Transactions; the expected timing of the completion of either the Transactions or the Two River Transactions or both such transactions; the ability to complete either the Transactions or the Two River Transactions or both such transactions; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to either the Transactions or the Two River Transactions or both such transactions; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor CYHC assumes any duty or undertaking to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that OceanFirst, Two River or CYHC anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page [●] and under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, Item 1A “Risk Factors” in Two River’s Annual Report on Form 10-K and those disclosed in OceanFirst’s and Two River’s other periodic reports filed with the SEC, as well as the possibility that expected benefits of either the Transactions or the Two River Transactions or both such transactions may not materialize in the timeframe expected or at all, or may be more costly to achieve; that either the Transactions or the Two River Transactions or both such transactions may not be timely completed, if at all; that prior to the completion of either of the Transactions or the Two River Transactions or both such transactions or thereafter, OceanFirst’s, Two River’s and CYHC’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to either the Transactions or the Two River Transactions or both such transactions; that, with respect to either the Transactions or the Two River Transactions or both such transactions, required regulatory, stockholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ stockholders, customers, employees and other constituents to the Transactions or the Two River Transactions or both such transactions; and diversion of management time as a result of matters related to either the Transactions or the Two River Transactions or both such transactions. For any forward-looking statements made in this proxy statement/prospectus or in any documents, OceanFirst and CYHC claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

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THE CYHC SPECIAL MEETING

This section contains information for CYHC shareholders about the special meeting that CYHC has called to allow its shareholders to consider and vote on the merger proposal and the adjournment proposal. CYHC is mailing this proxy statement/prospectus to you, as a CYHC shareholder, on or about [●], 2019. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that the CYHC board is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held at [●], at [●] local time, on [●], 2019. On or about [●], 2019, CYHC will commence mailing this proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the special meeting.

Matters to Be Considered

At the special meeting, you, as a CYHC shareholder, will be asked to consider and vote upon the following matters:

Recommendation of the CYHC Board

The CYHC board has determined that the merger agreement and the transactions contemplated thereby, including the first-step merger, are advisable and in the best interests of CYHC and its shareholders, has unanimously approved the merger agreement and the first-step merger and unanimously recommends that the CYHC shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal. See the section of this proxy statement/prospectus entitled “The Transactions — CYHC’s Reasons for the Transactions; Recommendation of the CYHC Board” beginning on page [●] for a more detailed discussion of the CYHC board’s recommendation.

Record Date and Quorum

The CYHC board has fixed the close of business on [●], 2019 as the record date for determining its shareholders entitled to receive notice of, and to vote at, the special meeting.

As of the record date, there were [●] shares of CYHC common stock outstanding and entitled to notice of, and to vote at, the special meeting held by [●] holders of record. Each share of CYHC common stock entitles the holder to one vote at the special meeting on each proposal to be considered at the special meeting.

The presence at the special meeting, in person or by proxy, of holders representing at least a majority of the outstanding shares of CYHC common stock entitled to be voted at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Broker non-votes, if any, will not be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum because it is expected that all proposals to be voted on at the special meeting will be “non-routine” matters (i.e., matters with respect to which banks, brokers or other nominees do not have discretion to vote shares of CYHC common stock). Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or any adjournment of the special meeting.

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Required Vote; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

The merger proposal:

The adjournment proposal:

Shares Held by Officers and Directors

As of the close of business on the record date, CYHC’s directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of CYHC common stock at the special meeting, which represents approximately [●]% of the issued and outstanding shares of CYHC common stock entitled to vote at the special meeting.

Certain members of the Murphy family have entered into the support agreement with OceanFirst, pursuant to which such shareholders have, among other things, (i) agreed to vote the shares of CYHC common stock owned beneficially or of record by such shareholders in favor of the adoption of the merger agreement and approval of related matters and (ii) waived any applicable dissenters’ rights. As of the record date, the CYHC shareholders that are party to the support agreement beneficially owned and were entitled to vote in the aggregate approximately 41% of the outstanding shares of CYHC common stock. For more information regarding the support agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement — CYHC Voting and Support Agreement” beginning on page [●].

As of the record date, OceanFirst beneficially held [●] shares of CYHC common stock.

Voting of Proxies; Incomplete Proxies

Any CYHC shareholder may vote by proxy or in person at the special meeting.

CYHC requests that its shareholders vote by completing and signing the accompanying proxy card and returning it to CYHC as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of CYHC common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned signed but without indication as to how to vote, the shares of CYHC common stock represented by the proxy card will be voted as recommended by the CYHC board.

Every CYHC shareholder’s vote is important. Accordingly, each shareholder should sign, date and return the enclosed proxy card, whether or not the shareholder plans to attend the special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

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Shares Held in “Street Name”

If you are a CYHC shareholder and your shares are held in “street name” through a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other nominee. Shareholders should check the voting form used by that firm to determine whether you may vote by telephone or the Internet. You may not vote shares held in street name by returning a proxy card directly to CYHC or by voting in person at the special meeting unless you obtain a “legal proxy” from your broker, bank or other nominee.

Furthermore, brokers, banks or other nominees who hold shares of CYHC common stock on behalf of their customers will not vote your shares of CYHC common stock or give a proxy to CYHC to vote those shares with respect to any of the proposals (including the merger proposal) being considered at the special meeting without specific instructions from you because brokers, banks and other nominees do not have discretionary voting power on such proposals. A broker non-vote occurs when the broker holder of record is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide any instructions. All of the proposals currently scheduled for consideration at the special meeting are “non-routine” matters.

Revocability of Proxies and Changes to a CYHC Shareholder’s Vote

You have the power to change your vote at any time before your shares of CYHC common stock are voted at the special meeting by:

Attendance at the special meeting will not in and of itself constitute a revocation of a proxy.

If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the special meeting. If you have instructed a bank, broker or other nominee to vote your shares of CYHC common stock, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote.

Solicitation of Proxies

CYHC will pay for the solicitation of proxies from the CYHC shareholders. CYHC will, upon request, reimburse banks, brokers and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Additionally, directors, officers and employees of CYHC may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

Attending the Special Meeting

All CYHC shareholders, including holders of record and shareholders who hold their shares through banks, brokers or other nominees, are invited to attend the special meeting. CYHC shareholders of record can vote in person at the special meeting. If you are not a CYHC shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and granting you a proxy to vote those shares. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited.

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Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement/prospectus, please contact CYHC’s Corporate Secretary, Kim Tieng, at the following address 655 Third Avenue, Ninth Floor, New York, NY 10017, or by telephone at (212) 818-9090.

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CYHC PROPOSALS

Proposal No. 1 — The Merger Proposal

CYHC is asking its shareholders to adopt the merger agreement and the transactions contemplated thereby, including the first-step merger. CYHC shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the first-step merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the CYHC board unanimously approved the merger agreement and the transactions contemplated thereby, including the first-step merger, having determined that the merger agreement and the transactions contemplated thereby, including the first-step merger, were advisable and in the best interests of CYHC and its shareholders. See the section of this proxy statement/prospectus entitled “The Transactions —CYHC’s Reasons for the Transactions; Recommendation of the CYHC Board” beginning on page [●] for a more detailed discussion of the CYHC board’s recommendation.

The CYHC board unanimously recommends a vote “FOR” the merger proposal.

Proposal No. 2 — The Adjournment Proposal

The special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal.

If, at the special meeting, the number of shares of CYHC common stock present or represented by proxy and voting in favor of the merger proposal is insufficient to approve the merger proposal, CYHC intends to move to adjourn the special meeting in order to enable the CYHC board to solicit additional proxies for approval of the merger proposal. In that event, CYHC will ask its shareholders to vote upon the adjournment proposal, but not the merger proposal.

In this proposal, CYHC is asking its shareholders to authorize the holder of any proxy solicited by the CYHC board on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CYHC shareholders who have previously voted.

The CYHC board unanimously recommends a vote “FOR” the adjournment proposal.

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INFORMATION ABOUT OCEANFIRST

OceanFirst is incorporated under Delaware law and serves as the holding company for OceanFirst Bank. OceanFirst common stock is listed on the Nasdaq under the symbol “OCFC.” OceanFirst Bank, founded in 1902, is a $8.0 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

On May 2, 2016, OceanFirst completed the Cape Bancorp, Inc. acquisition. Total consideration paid for the Cape acquisition was $196.4 million. On November 30, 2016, OceanFirst completed the Ocean Shore Holding Co. acquisition. Total consideration paid for the Ocean Shore acquisition was $180.7 million. On January 31, 2018, OceanFirst completed the Sun Bancorp, Inc. acquisition. Total consideration paid for the Sun acquisition was $474.9 million. On January 31, 2019, OceanFirst completed the Capital Bank acquisition. Total consideration paid for the Capital Bank of New Jersey acquisition was $76.96 million.

On August 9, 2019, OceanFirst, Two River Merger Sub and Two River entered into the Two River merger agreement pursuant to which OceanFirst will acquire Two River. The Two River Transactions were approved by the OceanFirst board and Two River board and are expected to close in the first quarter of 2020. Completion of the Two River Transactions is subject to customary closing conditions, including the receipt of required regulatory approvals and receipt of the requisite approval of Two River’s shareholders. Under the terms and subject to the conditions of the Two River merger agreement, at the effective time of the Two River first-step merger, Two River shareholders will be entitled to receive $5.375 in cash and 0.6663 shares of OceanFirst common stock for each share of common stock of Two River that they hold, which equates to an aggregate transaction value of approximately $182.8 million based on the $23.14 closing price of the OceanFirst common stock on Nasdaq as of August 8, 2019. At June 30, 2019, Two River had $1.2 billion in assets, $953.1 million in loans, $972.6 million in deposits and $121.4 million in shareholders’ equity.

OceanFirst Bank’s principal executive office is located at 110 West Front Street, Red Bank, New Jersey 07701 and its telephone number at that location is (732) 240-4500. OceanFirst’s website is www.oceanfirst.com. Additional information about OceanFirst Bank and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

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INFORMATION ABOUT MERGER SUB

Merger Sub is a New York corporation and a wholly-owned subsidiary of OceanFirst. Merger Sub was formed by OceanFirst for the sole purpose of consummating the first-step merger.

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INFORMATION ABOUT COUNTRY BANK HOLDING COMPANY, INC.

CYHC is the parent holding company for Country Bank, a New York state chartered commercial bank founded in 1988. CYHC specializes in small business and commercial real estate lending. In 2015, CYHC opened its flagship branch on 42nd Street and Third Avenue in NYC. CYHC has additional branches in Midtown New York City, Riverdale, Woodlawn and Scarsdale. CYHC is a FDIC-insured full service commercial bank devoted to building relationships with their customers and the local communities that the branches reside in.

CYHC common stock is traded on the OTC Pink under the symbol “CYHC.”

CYHC’s principal executive offices are located at 655 Third Avenue, Ninth Floor, New York, NY 10017 and its telephone number at that location is (888) 212-6868. CYHC’s website is www.countrybankny.com.

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THE TRANSACTIONS

The following discussion contains certain information about the Transactions. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the Transactions.

Structure of the Transactions

The OceanFirst board has unanimously adopted, and the CYHC board has unanimously approved, the merger agreement. The merger agreement provides that (i) Merger Sub will merge with and into CYHC, with CYHC continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the first-step merger, CYHC will merge with and into OceanFirst, with OceanFirst continuing as the surviving corporation in the second-step merger and (iii) immediately following the completion of the integrated mergers, Country Bank will merge with and into OceanFirst Bank, with OceanFirst Bank being the surviving entity in the bank merger.

At the effective time, each issued and outstanding share of CYHC common stock, except for certain specified shares owned by OceanFirst, CYHC or shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive 2,000 shares of OceanFirst common stock, together with cash in lieu of fractional shares. No fractional shares of OceanFirst common stock will be issued in connection with the first-step merger, and CYHC shareholders will instead be entitled to receive cash in lieu thereof.

CYHC shareholders are being asked to adopt the merger agreement and transactions contemplated thereby, including the first-step merger. See the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page [●] for additional and more detailed information regarding the legal documents that govern the Transactions, including information about the conditions to the completion of the Transactions and the provisions for terminating or amending the merger agreement.

Background of the Transactions

In the fall of 2018, a representative of Sandler O’Neill working with Country Bank informed Mr. Murphy Jr., President of CYHC, that a community bank holding company client of his in the New York metropolitan area (“Company A”) had asked him to pass along its interest in discussing a possible business combination with CYHC. This led to further discussions and meetings between Mr. Murphy Sr., Chairman of the CYHC board, Mr. Murphy Jr. and the management of Company A, as well as between Mr. Murphy Sr., Mr. Murphy Jr. and representatives of Sandler O’Neill regarding the merger market in general. In addition, Mr. Murphy Sr. and Mr. Murphy Jr. met with Sandler O’Neill and management of another, larger community bank holding company operating in the New York metropolitan area (“Company B”) regarding a possible business combination between the two companies. Mr. Murphy Jr. also met with the chief lending officer of Company B to discuss their respective lending businesses. CYHC and Company B entered into a mutual confidentiality agreement. These preliminary discussions and meetings with each of Company A, Company B and representatives of Sandler O’Neill took place from November 2018 to January 2019. The preliminary discussions with Company A and Company B ultimately ceased without any discussion of possible pricing or other transaction terms.

In light of these developments, CYHC engaged Sandler O’Neill on February 5, 2019 as its financial advisor in connection with any possible merger transaction. Based on OceanFirst’s history of bank acquisitions and its known desire to enter the New York City market, representatives of Sandler O’Neill arranged for a meeting among Christopher Maher, President and Chief Executive Officer of OceanFirst, Grace Vallacchi, Executive Vice President and Chief Risk Officer of OceanFirst, and Mr. Murphy Sr. and Mr. Murphy Jr., which meeting occurred in New York City on February 27, 2019. A general discussion took place regarding the banking market

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and CYHC’s and OceanFirst’s business strategies and opportunities, and Mr. Maher discussed OceanFirst’s desire to move into the New York City marketplace. The parties discussed in general the possibility of a business combination between the two entities. At the conclusion of the meeting, Mr. Murphy Sr. and Mr. Maher agreed to continue discussions regarding a possible business combination.

On March 1, 2019, OceanFirst and CYHC entered into a confidentiality agreement providing for the confidential treatment of information to be provided by CYHC to OceanFirst in connection with its consideration of a potential business combination between the parties. On March 22, 2019, OceanFirst delivered a preliminary, non-binding proposal to CYHC, which outlined a stock-for-stock merger transaction at a purchase price of $40,000 per CYHC share (which we refer to as the “March 22 proposal”). The March 22 proposal stated that no board seats would be offered to CYHC and that the March 22 proposal was premised on CYHC’s chief executive officer serving in a senior officer capacity at OceanFirst in the New York region for a period of no less than two years following the closing to ensure a smooth transition.

On April 8, 2019, Mr. Murphy Sr. and Mr. Murphy Jr. met with Mr. Maher and Joseph Lebel, Executive Vice President and Chief Operating Officer of OceanFirst, at the offices of Sandler O’Neill to discuss the March 22 proposal. Mr. Murphy Sr. expressed the view that the appropriate value of CYHC was in the $50,000 per share range, not the $40,000 per share value reflected in the March 22 proposal. He also stated that given the level of CYHC ownership in OceanFirst common stock that would result from any transaction, and in particular the level of ownership of the Murphy family in OceanFirst common stock, CYHC should be represented on the OceanFirst board and that Mr. Murphy Jr. should be appointed to the OceanFirst board in connection with any transaction. The parties concluded the meeting with the agreement to continue discussions and OceanFirst agreed to further review the March 22 proposal.

On April 15, 2019, Mr. Maher and Mr. Murphy Sr. briefly discussed the proposed transaction, focusing on the need for Mr. Murphy Jr. to select either a position on the OceanFirst board or an executive role at OceanFirst.

On April 17, 2019, OceanFirst submitted a revised, preliminary, non-binding proposal to CYHC, which outlined a stock-for-stock merger transaction at a purchase price of $45,000 per share of CYHC common stock (which we refer to as the “April 17 proposal”). The April 17 proposal stated that OceanFirst would consider appointing Mr. Murphy Jr. to the boards of directors of both OceanFirst and OceanFirst Bank, and if he were to agree to serve as an OceanFirst director, he would be offered a transition consulting position, rather than a management position in OceanFirst. The April 17 proposal also stated that it was based on the premise that Mr. Murphy Sr. would formally commit to serve in a consulting capacity for no less than two years following completion of any transaction. The April 17 proposal also included an exclusivity provision, pursuant to which CYHC agreed, for a period of 45 days, not to have discussions with or solicit interest from any third party regarding a possible business combination.

On April 18, 2019, Mr. Murphy Sr. informed the CYHC board of the proposal received from OceanFirst, and called a special board meeting to be held on April 26, 2019. The CYHC board was provided with a copy of the April 17 proposal. Representatives of Sandler O’Neill who were also in attendance provided a general overview of CYHC and the bank and thrift merger and acquisition market, as well as a summary of the April 17 proposal.

On April 23, 2019, Mr. Murphy Sr. advised Mr. Maher by letter that Mr. Murphy Jr. was agreeable to the board appointment in lieu of a management position, that Mr. Murphy Sr. would commit to a consultancy for at least a two year period, and that Mr. Murphy Sr. would present the April 17 proposal as revised to the CYHC board.

At a meeting of the OceanFirst board held on April 24, 2019, the OceanFirst board reviewed and discussed the opportunity to pursue an acquisition of three potential acquisition targets, including CYHC.

At the special meeting held on April 26, 2019, Mr. Murphy Sr. and Mr. Murphy Jr. summarized the discussions with OceanFirst that culminated in the April 17 proposal and the CYHC board discussed such proposal and the

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material prepared by Sandler O’Neill. Counsel to CYHC, Luse Gorman, PC (which we refer to as “Luse Gorman”), discussed the CYHC board’s fiduciary duties in general and in particular in connection with a merger transaction and discussed the process that would follow if the CYHC board were to determine to move forward with negotiations with OceanFirst. Mr. Murphy Sr. and Mr. Murphy Jr. expressed the view that the pricing offered by OceanFirst could increase following the due diligence review of CYHC to be undertaken by OceanFirst. At the conclusion of the discussion, the CYHC board authorized Mr. Murphy Sr. to countersign the April 17 proposal (including the exclusivity restriction) and to continue negotiations with OceanFirst with respect to a possible business combination between the two companies.

After the CYHC board meeting, Mr. Murphy Sr. informed Mr. Maher of the CYHC board’s determination to continue negotiations with OceanFirst and delivered the executed April 17 proposal. Mr. Murphy Sr. also reiterated his opinion that pricing should be in the $50,000 per share range, and he expressed the view that the due diligence review of CYHC that is to be conducted by OceanFirst should provide the justification for increasing the per share merger consideration.

By letter dated May 6, 2019, OceanFirst and CYHC entered into another confidentiality agreement, providing for the confidential treatment of information to be provided by OceanFirst to CYHC in connection with CYHC’s due diligence investigation of OceanFirst.

On May 8, 2019, Mr. Murphy Sr. and Mr. Murphy Jr., together with Sandler O’Neill and Luse Gorman, conducted due diligence interviews of senior management of OceanFirst.

On May 28, 2019, Skadden, counsel to OceanFirst, distributed to Luse Gorman the first draft of the merger agreement.

At a meeting of the OceanFirst board held on May 29, 2019, Mr. Maher reviewed with the OceanFirst board due diligence and negotiation matters related to the Transactions.

On June 8, 2019, Skadden distributed to Luse Gorman the first draft of the support agreement.

A special meeting of the CYHC board was held on June 14, 2019. Mr. Murphy updated the CYHC board as to negotiations with OceanFirst and reviewed an updated analysis of the proposed transaction prepared by representatives of Sandler O’Neill. Mr. Murphy Sr. and Mr. Murphy Jr. also expressed the view that the price per share should be higher than the $45,000 proposed by OceanFirst. Luse Gorman reviewed the drafts of the merger agreement and the support agreement. The CYHC board agreed that negotiations should continue, but also agreed that Mr. Murphy Sr. should seek to improve the pricing.

Mr. Murphy Sr. met with Mr. Maher in New York on the morning of June 17, 2019 to discuss the OceanFirst April 17 proposal, and again made the case for a higher per share merger consideration. Mr. Murphy suggested that at an assumed OceanFirst stock price of $25 per share, an exchange ratio of 2,000 OceanFirst shares for each CYHC share would provide an appropriate valuation of CYHC at $50,000 per share. Mr. Murphy Sr. noted that the closing trading prices for OceanFirst common stock has been in a range of $24-$25 since the April 17 proposal. Mr. Maher responded that he thought that he could commit to 2,000 shares as an exchange ratio, and he would get back to Mr. Murphy Sr. by phone that afternoon to confirm. At a regularly scheduled meeting on the afternoon of June 17, 2019, Mr. Murphy Sr. updated the CYHC board as to his conversation with Mr. Maher. Mr. Maher called Mr. Murphy Sr. later that afternoon to confirm the exchange ratio of 2,000 shares of OceanFirst stock for each share of CYHC common stock. On June 21, 2019, OceanFirst delivered a revised, non-binding proposal to acquire CYHC in an all stock merger transaction at an exchange ratio of 2,000 OceanFirst shares for each share of CYHC common stock.

At a meeting of the OceanFirst board held on June 26, 2019, representatives of Piper Jaffray & Co., financial advisor to OceanFirst (which we refer to as “Piper Jaffray”) reviewed with the OceanFirst board the Transactions

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and the Two River Transactions, including the impact analysis for each transaction individually and combined. The OceanFirst board then discussed proposed terms of, benefits of and risks associated with, each of the transactions.

During June and early July 2019, OceanFirst continued with its due diligence review of CYHC, including an on-site review of the Country Bank loan portfolio on July 13 and 14, 2019 and CYHC management interviews on July 16, 2019, at the offices of Piper Jaffray. At the management interviews on July 16, 2019, Mr. Maher informed Mr. Murphy Sr. and Mr. Murphy Jr. that OceanFirst was also in negotiations to acquire a bank holding company headquartered in New Jersey, that the opportunity for this acquisition arose during the course of the due diligence investigation of CYHC, and that OceanFirst was interested in moving forward with the acquisition of both CYHC and this other institution, which, if feasible, would be accomplished and announced at the same time. Mr. Maher indicated that neither transaction would be contingent on the occurrence of the other. Mr. Maher asked Mr. Murphy Sr. for permission to identify CYHC to the other entity, and stated that he would request permission from the other entity to identify it to CYHC. By July 16, 2019, OceanFirst advised CYHC that the other party it was in merger negotiations with was Two River. Piper Jaffrey provided to Sandler O’Neill summary pro forma financial information for an OceanFirst acquisition of both CYHC and Two River, based on the then agreed upon pricing of each transaction. Representatives of Sandler O’Neill also prepared a summary financial overview of Two River, based on public information. Mr. Murphy Sr. advised the CYHC board of the Two River Transactions, and provided the CYHC board with the summary prepared by Piper Jaffrey and Sandler O’Neill.

On July 24, 2019, Luse Gorman distributed to Skadden the first drafts of consulting agreements for Mr. Murphy Sr. and Mr. Murphy Jr.

Also on July 24, 2019, at a meeting of the OceanFirst board, the OceanFirst board discussed considerations regarding the concurrent pursuit and announcement of two strategic acquisitions.

A special meeting of the CYHC board was held on July 29, 2019, at which Luse Gorman and Sandler O’Neill were in attendance. A draft of the merger agreement and support agreement, along with a Sandler O’Neill presentation, were distributed to the CYHC board in advance of the meeting. Mr. Murphy Sr. and Mr. Murphy Jr. reviewed the Transactions with the CYHC board, including the development as to the Two River Transactions, and discussed the general decline in bank trading prices, which was negatively affecting the stated value of the transaction. Mr. Murphy Sr. and Mr. Murphy Jr. stated their continued belief that OceanFirst is a strong company with capable management team and that a combination with OceanFirst offered long-term benefits to CYHC shareholders and CYHC employees. Representatives of Sandler O’Neill reviewed the financial analysis of the Transactions that had been distributed. Mr. Gorman reviewed the revised merger agreement and the support agreement and described and discussed the consulting agreements for Mr. Murphy Sr. and Mr. Murphy Jr. that had been negotiated with OceanFirst. Mr. Murphy Sr. informed the CYHC board that OceanFirst had indicated that in order to coordinate with the Two River Transactions, OceanFirst would like to announce the Transactions during the course of the following week, most likely the 8^th or 9^th of August.

Further negotiations regarding the terms of the merger agreement and related agreements and further due diligence and analyses were conducted by both OceanFirst and CYHC during late July and early August.

A special meeting of the CYHC board was held on August 8, 2019, with representatives of Luse Gorman and Sandler O’Neill participating by telephone. Sandler O’Neill rendered its opinion to the effect that as of August 8, 2019 and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill, the exchange ratio set forth in the merger agreement was fair to the holders of CYHC common stock from a financial point of view. Luse Gorman reviewed the definitive merger agreement and support agreement and described the consulting agreements. After further discussion, the CYHC board unanimously approved the merger agreement with OceanFirst and authorized Mr. Murphy Sr. to execute and deliver the merger agreement on behalf of CYHC.

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On August 8, 2019, the OceanFirst board met to discuss and consider the Transactions. Representatives of Piper Jaffray and Skadden were present at that meeting. After discussion, including a consideration of the factors described in the section of this proxy statement/prospectus entitled “ — OceanFirst’s Reasons for the Transactions,” the OceanFirst board unanimously adopted the merger agreement.

Prior to the opening of the market, on August 9, 2019, CYHC and OceanFirst signed the definitive merger agreement and publicly announced the Transactions.

CYHC’s Reasons for the Transactions; Recommendation of the CYHC Board

In reaching its unanimous decision to adopt the merger agreement and the other transactions contemplated by the merger agreement, and to recommend that CYHC shareholders adopt the merger agreement, the CYHC board evaluated the Transactions in consultation with CYHC’s management, as well as CYHC’s outside financial and legal advisors, and considered a number of factors, including the following:

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The CYHC board also considered a number of potential risks and uncertainties in connection with its consideration of the Transactions, including, without limitation, the following:

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In reaching its decision to recommend approval of the compensation proposal to CYHC shareholders, the CYHC board considered, among other things, the necessity of preserving CYHC’s business before the closing of the Transactions and in the event that the Transactions are not completed.

The foregoing discussion of the information and factors considered by the CYHC board is not exhaustive, but includes the material factors considered by the CYHC board. The above factors are not presented in any order of priority. In view of the wide variety of factors considered by the CYHC board in connection with its evaluation of the Transactions and the complexity of these matters, the CYHC board did not attempt to quantify, rank or otherwise assign relative weights to specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the CYHC board may have given different weights to different factors.

The CYHC board evaluated the factors described above and reached the unanimous decision that the integrated mergers are advisable and in the best interests of CYHC and its shareholders. The CYHC board realized there can be no assurance about future results, including results expected or considered in the factors listed above. However, the CYHC board concluded the potential positive factors outweighed the potential risks of completing the Transactions. It should be noted that this explanation of the CYHC board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page [●].

On the basis of these considerations, the CYHC board unanimously adopted the merger agreement and the transactions contemplated thereby and recommends that CYHC shareholders vote “FOR” the merger proposal.

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Opinion of CYHC’s Financial Advisor

CYHC retained Sandler O’Neill to act as financial advisor to the CYHC board in connection with CYHC’s consideration of a possible business combination. CYHC selected Sandler O’Neill to act as its financial advisor because Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor to the CYHC board in connection with the Transactions and participated in certain of the negotiations leading to the execution of the merger agreement. At the August 8, 2019 meeting at which the CYHC board considered the Transactions and the merger agreement, Sandler O’Neill delivered to the CYHC board its oral opinion, which was subsequently confirmed in writing on August 8, 2019, to the effect that, as of such date, the exchange ratio was fair to holders of CYHC common stock from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex D to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of CYHC common stock are urged to read the entire opinion carefully in connection with their consideration of the Transactions.

Sandler O’Neill’s opinion was directed to the CYHC board in connection with its consideration of the Transactions and the merger agreement and does not constitute a recommendation to any CYHC shareholder as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the adoption of the merger agreement. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of CYHC common stock and did not address the underlying business decision of CYHC to engage in the Transactions, the form or structure of the Transactions or any other transactions contemplated in the merger agreement, the relative merits of the Transactions as compared to any other alternative transactions or business strategies that might exist for CYHC or the effect of any other transaction in which CYHC might engage. Sandler O’Neill also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Transactions by any officer, director or employee of CYHC or OceanFirst, or any class of such persons, if any, relative to the compensation to be received in the Transactions by any other shareholder. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

In connection with its opinion, Sandler O’Neill reviewed and considered, among other things:

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Sandler O’Neill also discussed with certain members of the senior management of CYHC and its representatives the business, financial condition, results of operations and prospects of CYHC and held similar discussions with certain members of the senior management of OceanFirst and its representatives regarding the business, financial condition, results of operations and prospects of OceanFirst.

In performing Sandler O’Neill’s review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler O’Neill from public sources, that was provided to Sandler O’Neill by CYHC or OceanFirst or their respective representatives, or that was otherwise reviewed by Sandler O’Neill, and Sandler O’Neill assumed such accuracy and completeness for purposes of rendering Sandler O’Neill’s opinion without any independent verification or investigation. Sandler O’Neill relied on the assurances of the respective managements of CYHC and OceanFirst that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any material respect. Sandler O’Neill was not asked to and did not undertake an independent verification of any of such information and Sandler O’Neill did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of CYHC or OceanFirst or any of their respective subsidiaries, nor was Sandler O’Neill furnished with any such evaluations or appraisals. Sandler O’Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of CYHC or OceanFirst or any of their respective subsidiaries. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of CYHC, OceanFirst, or any of their respective subsidiaries, or of the combined entity after the Transactions, and Sandler O’Neill did not review any individual credit files relating to CYHC or OceanFirst or any of their respective subsidiaries. Sandler O’Neill assumed, with CYHC’s consent, that the respective allowances for loan losses for CYHC, OceanFirst and their respective subsidiaries were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O’Neill used certain internal financial projections for CYHC for the years ending December 31, 2019 through December 31, 2021, as provided by the senior management of CYHC, as

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well as long-term earnings per share and net income growth rates for the years ending December 31, 2022 and December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of CYHC. In addition, Sandler O’Neill used publicly available median analyst earnings per share estimates for OceanFirst for the years ending December 31, 2019 and December 31, 2020, as provided by the senior management of OceanFirst and its representatives, as well as a long-term annual earnings per share growth rate for the years ending December 31, 2021 through December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of OceanFirst and its representatives. Sandler O’Neill also received and used in its pro forma analyses certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as provided by the senior management of OceanFirst and its representatives, as well as internal financial projections for CYHC for the year ending December 31, 2019, as provided by the senior management of CYHC, with an annual net income growth rate for the years ending December 31, 2020 through December 31, 2023, as provided by the senior management of OceanFirst and its representatives. With respect to the foregoing information, the respective senior managements of CYHC and OceanFirst confirmed to Sandler O’Neill that such information reflected (or, in the case of the publicly available median analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of CYHC and OceanFirst, respectively, and the other matters covered thereby, and Sandler O’Neill assumed that the future financial performance reflected in such information would be achieved. Sandler O’Neill expressed no opinion as to such information, or the assumptions on which such information was based. Sandler O’Neill also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of CYHC, OceanFirst or any of their respective subsidiaries since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to Sandler O’Neill’s analyses that CYHC and OceanFirst would remain as going concerns for all periods relevant to Sandler O’Neill’s analyses.

Sandler O’Neill has also assumed, with CYHC’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and will not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Transactions, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on CYHC, OceanFirst, the Transactions or any related transactions, and (iii) the Transactions and any related transactions will be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with CYHC’s consent, Sandler O’Neill relied upon the advice that CYHC received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Transactions and the other transactions contemplated by the merger agreement. Sandler O’Neill expressed no opinion as to any such matters.

Sandler O’Neill’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date thereof. Events occurring after the date thereof could materially affect Sandler O’Neill’s opinion. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw Sandler O’Neill’s opinion or otherwise comment upon events occurring after the date thereof. Sandler O’Neill expressed no opinion as to the trading value of CYHC common stock or OceanFirst common stock at any time or what the value of OceanFirst common stock would be once it is actually received by the holders of CYHC common stock.

In rendering its opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Sandler O’Neill’s opinion or the presentation made by Sandler O’Neill to the CYHC board, but is a summary of the material analyses performed and presented by

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Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The full text of Sandler O’Neill’s opinion is attached as Annex D to this proxy statement/prospectus. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to CYHC or OceanFirst and no transaction is identical to the Transactions. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of CYHC and OceanFirst and the companies to which they were compared. In arriving at its opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler O’Neill made its determination as to the fairness of the exchange ratio to the holders of CYHC common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of CYHC, OceanFirst and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the CYHC board at its August 8, 2019 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of CYHC common stock or OceanFirst common stock or the prices at which CYHC or OceanFirst common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of factors taken into consideration by the CYHC board in making its determination to adopt the merger agreement and the analyses described below should not be viewed as determinative of the decision of the CYHC board with respect to the fairness of the exchange ratio.

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Summary of Merger Consideration and Implied Transaction Metrics

Sandler O’Neill reviewed the financial terms of the Transactions. Pursuant to the terms of the merger agreement, at the effective time, each share of CYHC common stock issued and outstanding immediately prior to the effective time, except for (i) the exception shares and (ii) any shares of CYHC common stock owned by CYHC shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive 2,000 shares (the exchange ratio) of OceanFirst common stock. Sandler O’Neill calculated an aggregate implied transaction value of approximately $100.4 million and an implied purchase price per share of $45,460.00 consisting of the implied value of 2,000 shares of OceanFirst common stock based on the closing price of $22.73 on August 7, 2019 and 2,209 shares of CYHC common stock being issued and outstanding prior to the effective time. Based upon financial information for CYHC as of or for the last twelve months (which we refer to as “LTM”) ended June 30, 2019 and the closing price of CYHC common stock on August 7, 2019, Sandler O’Neill calculated the following implied transaction metrics:

Stock Trading History

Sandler O’Neill reviewed the publicly available historical reported trading prices of CYHC common stock and OceanFirst common stock for the one-year and three-year periods ended August 7, 2019. Sandler O’Neill then compared the relationship between the movements in the price of CYHC common stock and OceanFirst common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

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Comparable Company Analyses

Sandler O’Neill used publicly available information to compare selected financial information for CYHC with a group of financial institutions selected by Sandler O’Neill. The CYHC peer group included publicly traded banks and thrifts headquartered in Connecticut, New Jersey and New York with total assets between $500 million and $1.0 billion (which we refer to as the “CYHC Peer Group”), but the CYHC Peer Group excludes targets of announced merger transactions. The CYHC Peer Group consisted of the following companies:

The analysis compared publicly available financial information for CYHC with corresponding data for the CYHC Peer Group as of or for the year ended June 30, 2019 (unless otherwise noted) with pricing data as of August 7, 2019. The table below sets forth the data for CYHC and the median, mean, low and high data for the CYHC Peer Group. Certain financial data prepared by Sandler O’Neill, as referenced in the table presented below, may not correspond to the data presented in CYHC’s historical financial statements, as a result of the different periods, assumptions and methods used by Sander O’Neill to compute the financial data presented.

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Note: Financial data for Patriot National Bancorp, Inc., Solvay Bank Corporation, Steuben Trust Corporation, Ballston Spa Bancorp, Inc. and PB Bancorp, Inc. as of or for the period ending March 31, 2019 and Berkshire Bancorp, Inc. as of or for the period ending December 31, 2018.

Sandler O’Neill used publicly available information to perform a similar analysis for OceanFirst by comparing selected financial information for OceanFirst with a group of financial institutions selected by Sandler O’Neill. The OceanFirst peer group included major-exchange traded (NYSE, NYSE MKT, NASDAQ) banks and thrifts headquartered in the Mid-Atlantic region with total assets between $5.0 billion and $15.0 billion (which we refer to as the “OceanFirst Peer Group”), but the OceanFirst Peer Group excludes targets of announced merger transactions. The OceanFirst Peer Group consisted of the following companies:

The analysis compared publicly available financial information for OceanFirst with corresponding data for the OceanFirst Peer Group as of or for the year ended June 30, 2019 (unless otherwise noted) with pricing data as of August 7, 2019. The table below sets forth the data for OceanFirst and the median, mean, low and high data for the OceanFirst Peer Group. Certain financial data prepared by Sandler O’Neill, as referenced in the table

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presented below, may not correspond to the data presented in OceanFirst’s historical financial statements, as a result of the different periods, assumptions and methods used by Sander O’Neill to compute the financial data presented.

Analysis of Precedent Transactions

Sandler O’Neill reviewed two groups of merger and acquisition transactions, including a regional and nationwide group. The regional group consisted of bank and thrift transactions with the target headquartered in the Mid-Atlantic region announced between January 1, 2017 and August 7, 2019 with targets’ total assets between $250 million and $1.5 billion (which we refer to as the “Regional Precedent Transactions”), but the Regional Precedent Transactions group excludes transactions with no disclosed deal value. The nationwide group consisted of bank and thrift transactions with targets headquartered nationwide announced between January 1, 2019 and August 7, 2019 with targets’ total assets between $500 million and $2.0 billion (which we refer to as the “Nationwide Precedent Transactions”), but the Nationwide Precedent Transactions group excludes transactions with no disclosed deal value .

The Regional Precedent Transactions group was composed of the following transactions:

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The Nationwide Precedent Transactions group was composed of the following transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Sandler O’Neill reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Sandler O’Neill compared the indicated transaction metrics for the Transactions to the median, mean, low and high metrics of the Regional Precedent Transactions group as well as to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

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Net Present Value Analyses

Sandler O’Neill performed an analysis that estimated the net present value of CYHC common stock assuming CYHC performed in accordance with certain internal financial projections for CYHC for the years ending December 31, 2019 through December 31, 2021, as provided by the senior management of CYHC, as well as long-term earnings per share and net income growth rates for the years ending December 31, 2022 and December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of CYHC. To approximate the terminal value of a share of CYHC common stock at December 31, 2023, Sandler O’Neill applied price to 2023 earnings multiples ranging from 9.0x to 16.5x and multiples of December 31, 2023 tangible book value ranging from 90% to 130%. The terminal values were then discounted to present values using different discount rates ranging from 11.0% to 15.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of CYHC common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of CYHC common stock of $42,013.30 to $85,035.45 when applying multiples of earnings and $30,236.79 to $48,209.89 when applying multiples of tangible book value.

Sandler O’Neill also considered and discussed with the CYHC board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Sandler O’Neill performed a similar analysis, assuming CYHC’s earnings varied from 20% above projections to 20% below projections. This analysis resulted in the following range of per share values for CYHC’s common stock, applying the price to 2023 earnings multiples range of 9.0x to 16.5x referred to above and a discount rate of 13.16%.

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Sandler O’Neill also performed an analysis that estimated the net present value per share of OceanFirst common stock, assuming OceanFirst performed in accordance with publicly available median analyst earnings per share estimates for OceanFirst for the years ending December 31, 2019 and December 31, 2020, as provided by the senior management of OceanFirst and its representatives, as well as a long-term annual earnings per share growth rate for the years ending December 31, 2021 through December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of OceanFirst and its representatives. To approximate the terminal value of a share of OceanFirst common stock at December 31, 2023, Sandler O’Neill applied price to 2023 earnings multiples ranging from 10.0x to 17.5x and multiples of December 31, 2023 tangible book value ranging from 130% to 205%. The terminal values were then discounted to present values using different discount rates ranging from 7.0% to 11.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of OceanFirst common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of OceanFirst common stock of $19.28 to $37.57 when applying multiples of earnings and $20.98 to $37.25 when applying multiples of tangible book value.

Sandler O’Neill also considered and discussed with the CYHC board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Sandler O’Neill performed a similar analysis assuming OceanFirst’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for OceanFirst common stock, applying the price to 2023 earnings multiples range of 10.0x to 17.5x referred to above and a discount rate of 8.63%.

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Sandler O’Neill noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Sandler O’Neill analyzed certain potential pro forma effects of the Transactions on OceanFirst assuming the Transactions close on December 31, 2019. Sandler O’Neill utilized the following information and assumptions: (a) internal financial projections for CYHC for the year ending December 31, 2019, as provided by the senior management of CYHC, with an annual net income growth rate for the years ending December 31, 2020 through December 31, 2023, as provided by the senior management of OceanFirst and its representatives, (b) publicly available median analyst earnings per share estimates for OceanFirst for the years ending December 31, 2019 and December 31, 2020, as provided by the senior management of OceanFirst and its representatives, as well as a long-term annual earnings per share growth rate for the years ending December 31, 2021 through December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of OceanFirst and its representatives, and (c) the pro forma financial impact of the Transactions on OceanFirst based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as provided by the senior management of OceanFirst and its representatives. The analysis indicated that the Transactions could be accretive to OceanFirst’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2020 through December 31, 2023 and dilutive to OceanFirst’s estimated tangible book value per share at close, at December 31, 2020 and at December 31, 2021.

In connection with this analysis, Sandler O’Neill considered and discussed with the CYHC board how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the Transactions, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Sandler O’Neill’s Relationship

Sandler O’Neill is acting as CYHC’s financial advisor in connection with the Transactions and will receive an advisory fee for such services in an amount equal to 1.20% of the aggregate purchase price of the Transactions, which advisory fee is contingent upon the closing of the Transactions. At the time of announcement of the Transactions, Sandler O’Neill’s fee was approximately $1.2 million. Sandler O’Neill also received a $150,000 fee from CYHC upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Sandler O’Neill upon closing of the Transactions. CYHC has also agreed to indemnify Sandler O’Neill against certain claims and liabilities arising out of Sandler O’Neill’s engagement and to reimburse Sandler O’Neill for certain of its out-of-pocket expenses incurred in connection with Sandler O’Neill’s engagement.

In the two years preceding the date of Sandler O’Neill’s opinion, Sandler O’Neill did not provide any other investment banking services to CYHC, nor did Sandler O’Neill provided any investment banking services to OceanFirst in the two years preceding the date thereof. In the ordinary course of Sandler O’Neill’s business as a

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broker-dealer, Sandler O’Neill may purchase securities from and sell securities to CYHC, OceanFirst and their respective affiliates. Sandler O’Neill may also actively trade the equity and debt securities of CYHC, OceanFirst and their respective affiliates for Sandler O’Neill’s own account and for the accounts of Sandler O’Neill’s customers.

OceanFirst’s Reasons for the Transactions

After careful consideration, the OceanFirst board, at a meeting held on August 8, 2019, unanimously adopted the merger agreement and the transactions contemplated thereby.

In reaching its decision to adopt the merger agreement, the integrated mergers and the other transactions contemplated by the merger agreement, the OceanFirst board evaluated the merger agreement and the Transactions in consultation with OceanFirst management, as well as OceanFirst’s legal counsel and financial advisor, and considered a number of factors in favor of the Transactions, including the following material factors, which are not presented in order of priority:

The OceanFirst board also considered potential risks associated with the Transactions in connection with its deliberations of the Transactions, including (i) the potential risk of diverting management attention and resources

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from the operation of OceanFirst’s business and towards the completion of the Transactions; (ii) the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating CYHC’s business, operations and workforce with those of OceanFirst; (iii) the risk that pursuing the Transactions at the same time as the Two River Transactions could delay and/or complicate the completion of each and could preclude OceanFirst’s exploration of other expansion opportunities during the pendency of these two transactions; (iv) the right of CYHC to terminate the merger agreement if the average of the closing prices of OceanFirst common stock over a specified period of time preceding the determination date falls below certain specified thresholds, as described in more detail in the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” and (v) the other risks identified in the sections of this proxy statement/prospectus entitled “Risk Factors” beginning on page [●] and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

The foregoing discussion of the factors considered by the OceanFirst board is not intended to be exhaustive, but, rather, includes the material factors considered by the OceanFirst board. In reaching its decision to adopt the merger agreement and the transactions contemplated by the merger agreement, the OceanFirst board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The OceanFirst board considered all these factors as a whole and considered the factors to be favorable to, and to support, its determination. It should be noted that this explanation of the OceanFirst board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

Interests of CYHC’s Directors and Executive Officers in the Transactions

When CYHC shareholders are considering the recommendation of the CYHC board in connection with the merger proposal, they should be aware that some of the directors and executive officers of CYHC and Country Bank have interests that are in addition to, or different from, the interests of CYHC shareholders generally. The CYHC board was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement.

Except as described below, to the knowledge of CYHC, the directors and executive officers of CYHC and Country Bank do not have any substantial interest, direct or indirect, by security holdings or otherwise, in the Transactions apart from their interests as shareholders of CYHC. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

Agreements with OceanFirst

On August 9, 2019, in connection with execution of the merger agreement, Mr. Murphy Jr. and Mr. Murphy Sr. each entered into a separation, non-competition and consulting agreement with OceanFirst and OceanFirst Bank.

Under the terms of Mr. Murphy Jr.’s separation, non-competition and consulting agreement (which we refer to as the “Murphy Jr. agreement”), which is contingent upon the closing, his employment as President of CYHC, President and Chief Executive Officer of Country Bank and service as a director with CYHC and Country Bank will be terminated as of the closing date. The Murphy Jr. agreement provides that Mr. Murphy Jr. will be subject to restrictive covenants in favor of OceanFirst, including an indefinite restriction on the disclosure of confidential information, an agreement not to disparage OceanFirst and non-competition and non-solicitation covenants. The non-competition and non-solicitation covenants apply for 24 months following the closing date. As a result of the termination of Mr. Murphy Jr.’s employment and in exchange for the non-competition and non-solicitation restrictions, Mr. Murphy Jr. will be paid $850,000 provided he executes a release agreement that becomes effective following the expiration of a revocation period. This payment will be made in a lump sum within five business days following the date on which the release provided in the release agreement becomes effective. In

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addition, the Murphy Jr. agreement provides for a consulting period of 24 months following the closing date and a consulting fee of $6,250 per month during the consulting period. During the consulting period, Mr. Murphy Jr. is required to provide services and advice to OceanFirst and OceanFirst Bank, including advice regarding the integration of Country Bank and OceanFirst Bank. In addition, the Murphy Jr. agreement provides Mr. Murphy Jr. with an expense reimbursement of up to $1,000 per month for an automobile and associated expenses, the continued use of his current office space and health insurance benefits during the consulting period. If Mr. Murphy Jr.’s service is terminated by OceanFirst before the end of the consulting period or if Mr. Murphy Jr. dies before the end of the consulting period, he, or his beneficiary in the event of death, will be entitled to continued payment of the monthly consulting fees for the remainder of the consulting period.

Under the terms of Mr. Murphy Sr.’s separation, non-competition and consulting agreement (which we refer to as the “Murphy Sr. agreement”), which is contingent upon the closing, his employment as Chairman and Chief Executive Officer of CYHC, Chairman of Country Bank and service as a director of CYHC and Country Bank will be terminated as of the closing date. The Murphy Sr. agreement provides that Mr. Murphy Sr. will be subject to restrictive covenants in favor of OceanFirst, including an indefinite restriction on the disclosure of confidential information, an agreement not to disparage OceanFirst and non-competition and non-solicitation covenants. The non-competition and non-solicitation covenants apply for 24 months following the closing date. As a result of the termination of Mr. Murphy Sr.’s employment and in exchange for the non-competition and non-solicitation restrictions, Mr. Murphy Sr. will be paid $680,000 provided he executes a release agreement that becomes effective following the expiration of a revocation period. This payment will be made in a lump sum within five business days following the date on which the release provided in the release agreement becomes effective. In addition, the Murphy Sr. agreement provides for a consulting period of 24 months following the closing date and a consulting fee of $6,250 per month during the consulting period. During the consulting period, Mr. Murphy Sr. is required to provide services to OceanFirst and OceanFirst Bank, including assistance with retention of customers and key employees. In addition, the Murphy Sr. agreement provides Mr. Murphy Sr. with health insurance benefits during the consulting period and an expense reimbursement account of up to $25,000 per calendar year in connection with the performance of his consulting services during the consulting period. If Mr. Murphy Sr.’s service is terminated by OceanFirst before the end of the consulting period or if Mr. Murphy, Sr. dies before the end of the consulting period, he, or his beneficiary in the event of death, will be entitled to continued payment of the monthly consulting fees for the remainder of the consulting period.

Appointment to the OceanFirst Board

The merger agreement provides that, effective as of the effective time, OceanFirst and OceanFirst Bank will expand their boards of directors by one member and will appoint Mr. Murphy Jr. to their respective boards of directors, as described in more detail in the section “The Merger Agreement — Governance Matters” on page [●] of this proxy statement/prospectus. The Murphy Jr. agreement provides that, if elected to the board of directors of OceanFirst or OceanFirst Bank, Mr. Murphy Jr. will be eligible to receive the same compensation paid to other OceanFirst directors according to OceanFirst’s non-employee director compensation program.

Indemnification and Insurance of Directors and Officers

Pursuant to the merger agreement, following the closing, OceanFirst will indemnify and hold harmless each present and former officer, director or employee of CYHC and its subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation arising out of the fact that such person is or was a director, officer or employee of CYHC or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the effective time, including the transactions contemplated by the merger agreement, to the fullest extent which such persons are entitled to be indemnified as of the date of the merger agreement by CYHC pursuant to its certificate of incorporation or bylaws or the governing or organizational documents of any subsidiary of CYHC applicable to such person.

OceanFirst has also agreed, following the closing, to advance expenses as incurred by such indemnified party to the fullest extent such persons are entitled to advancement of expenses as of the date of the merger agreement by New York law or CYHC pursuant to its certificate of incorporation or bylaws or the governing or organizational documents of any subsidiary of CYHC applicable to such person; provided that, if requested by OceanFirst, the indemnified party to whom expenses are advanced provides an undertaking to repay such advances if it is determined in a final determination or by a court of competent jurisdiction that such indemnified party is not entitled to indemnification.

In addition, OceanFirst has agreed, following the closing, to maintain the current directors’ and officers’ liability insurance policy of CYHC, subject to certain exceptions, for six years after the effective time with respect to claims against such directors, officers and employees arising from facts or events that occurred before the effective time; provided that, OceanFirst is not obligated to pay, on an annual basis, an amount in excess of 200% of the current annual premium paid as of the date of the merger agreement by CYHC for such insurance. For additional information see the section entitled “The Merger Agreement — Director and Officer Indemnification and Insurance” beginning on page [●] of this proxy statement/prospectus.

Trading Markets

OceanFirst common stock is listed for trading on the Nasdaq under the symbol “OCFC.” It is a condition to each party’s obligations to complete the integrated mergers that the OceanFirst common stock to be issued pursuant to the merger agreement be authorized for listing on the Nasdaq (subject to official notice of issuance). Immediately following the completion of the Transactions, shares of OceanFirst common stock will continue to be listed on the Nasdaq under the symbol “OCFC.”

CYHC common stock is traded on the OTC Pink under the symbol “CYHC.” Upon completion of the first-step merger, CYHC common stock will cease to be traded on the OTC Pink.

receive dividends when and if declared by the OceanFirst board out of funds legally available for dividends. The OceanFirst board will consider OceanFirst’s financial condition and level of net income, future prospects, economic condition, industry practices and other factors, including applicable banking laws and regulations, in determining whether to pay dividends in the future and the amount of such dividends.

OceanFirst’s principal source of income is dividends that are declared and paid by OceanFirst Bank on its capital stock. Therefore, OceanFirst’s ability to pay dividends is dependent upon the receipt of dividends from OceanFirst Bank. Insured depository institutions such as OceanFirst Bank are prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized,” as such term is defined in the applicable law and regulations. In the future, any declaration and payment of cash dividends will be subject to the OceanFirst board’s evaluation of OceanFirst’s operating results, financial condition, future growth plans, general business and economic conditions, and tax and other relevant considerations. The payment of cash dividends by OceanFirst in the future will also be subject to certain other legal and regulatory limitations and ongoing review by the OceanFirst’s banking regulators.

Dissenters’ Rights

CYHC shareholders are entitled to dissent from the first-step merger and obtain the fair value of their CYHC common stock in cash in accordance with the procedures established by New York law.

Sections 623 and 910 of the NYBCL provide that, if the first-step merger is consummated, holders of CYHC common stock who object to the first-step merger in writing prior to the vote by the holders of CYHC common stock on the merger proposal and who follow the procedures specified in Section 623 (summarized below) will have the right to receive cash payment of the fair value of their CYHC common stock. A copy of Section 623 and Section 910 of the NYBCL is attached as Annex B to this proxy statement/prospectus. The procedures of Section 623 must be followed precisely; if they are not, a holder of CYHC common stock will lose his, her or its right to dissent. As described more fully below, such “fair value” would potentially be determined in judicial proceedings, the result of which cannot be predicted. We cannot assure you that holders of CYHC common stock exercising dissenters’ rights will receive consideration equal to or greater than the value of the OceanFirst common stock to be issued to them in the first-step merger.

The statutory procedures outlined below are complex. What follows is a summary, which is qualified in its entirety by reference to the full text of Section 623 and Section 910 of the NYBCL. Holders of CYHC common stock wishing to exercise their dissenters’ rights should consult with their own legal advisors to ensure that they fully and properly comply with the requirements of New York law.

If any holder of shares of CYHC common stock who exercises dissenters’ rights withdraws or loses (through failure to perfect or otherwise) the right to obtain payment for such holder’s shares under Sections 623 and 910 of the NYBCL, then such CYHC shareholder’s shares will be converted, or will be treated as if they had been converted, into the right to receive the merger consideration, without interest and subject to any applicable withholding of taxes if the first-step merger is completed. CYHC will not provide you with any notice regarding your dissenters’ rights other than as described in this proxy statement/prospectus and the notice of special meeting included with this proxy statement/prospectus.

Requirements for Exercising Dissenters’ Rights

Any holder of CYHC common stock will have the right to receive a cash payment of the fair value of his, her or its CYHC common stock and the other rights and benefits provided in Sections 623 and 910, if such CYHC shareholder:

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A vote against adoption of the first-step merger agreement will not satisfy the requirement of filing a written objection. Failure to vote against adoption of the first-step merger agreement will not waive a CYHC shareholder’s right to receive payment if the CYHC shareholder has filed a written objection in accordance with Section 623 and has not voted in favor of adoption of the first-step merger agreement. If a CYHC shareholder abstains from voting on adoption of the first-step merger agreement, this will not waive his, her or its dissenter’s rights so long as the appropriate written objection to the first-step merger is properly and timely filed.

Since a signed and dated proxy left blank will be voted for adoption of the merger agreement and the transactions contemplated thereby, including the first-step merger, any CYHC shareholder who wishes to exercise his, her or its dissenter’s rights must either vote against adoption of the agreement, abstain or not submit a signed and dated proxy without a voting instruction. Written objection at this time may not be required from any CYHC shareholder to whom CYHC did not give proper notice of the special meeting of CYHC shareholders contemplated by this proxy statement/prospectus.

A holder of CYHC common stock may not dissent as to less than all CYHC common stock held of record that he or she owns beneficially. A nominee or fiduciary may not dissent on behalf of any beneficial owner of CYHC common stock as to less than all CYHC common stock of such owner held of record by the nominee or fiduciary.

All written objections to the first-step merger and notices of election to dissent should be addressed to:

Country Bank Holding Company, Inc.

655 Third Avenue

New York, New York 10017

Attention: Joseph M. Murphy, Jr.

If the merger agreement is adopted by holders of CYHC common stock, within ten days after such adoption, CYHC will give written notice of the adoption by registered mail to each holder of CYHC common stock who filed a timely written objection or from whom objection was not required, except for any CYHC shareholder who voted in favor of adoption of the merger agreement. Any holder of CYHC common stock from whom objection was not required and who elects to dissent must file with CYHC, within 20 days after the giving of notice to him, her or it, a written notice of election to dissent, stating his, her or its name and residence address, the amount of CYHC common stock as to which he, she or it dissents and a demand for payment of the fair value for his, her or its CYHC common stock.

Either at the time of filing of the notice of election to dissent or within one month thereafter, a dissenting CYHC shareholder must submit the certificates representing his, her or its dissenting CYHC shares to CYHC or its transfer agent. CYHC will note conspicuously on the certificates that a notice of election has been filed and will then return the certificates to the CYHC shareholder. Any CYHC shareholder who fails to submit his, her or its certificates for notation within the required time shall, at the option of CYHC upon written notice to such CYHC shareholder within 45 days from the date of filing such notice of election to dissent, lose his, her or its dissenter’s rights unless a court, for good cause shown, otherwise directs.

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Within 15 days after the expiration of the period within which CYHC shareholders may file their notices of election to dissent, or within 15 days after the completion of the first-step merger, whichever is later (but in no case later than 90 days after CYHC shareholders adopt the merger agreement), the surviving corporation will make a written offer by registered mail to each CYHC shareholder who has filed a notice of election, to pay for his, her or its dissenting shares at a specified price, which the surviving corporation considers to be their fair value. If the first-step merger has occurred, the surviving corporation must accompany the offer by an advance payment to each CYHC shareholder who has submitted his, her or its stock certificates of an amount equal to 80% of the amount of the offer. Acceptance of such payment does not constitute a waiver of any dissenters’ rights. The offer must be made at the same price per share to all the dissenting CYHC shareholders. If, within 30 days after the making of an offer, the surviving corporation and any dissenting CYHC shareholders agree on the price to be paid for dissenting shares, the balance of payment for the shares must be made within 60 days after the making of the offer or the completion of the first-step merger, whichever is later, and upon surrender of the certificates representing such shares of CYHC common stock.

If the surviving corporation fails to make an offer to dissenting CYHC shareholders within the 15-day period described above, or if it makes the offer and any dissenting CYHC shareholder fails to agree with the surviving corporation within 30 days thereafter upon the price to be paid for his, her or its shares, CYHC is required, within 20 days after the expiration of whichever is the applicable of the two periods, to institute a special proceeding in the supreme court in the judicial district in which the office of the surviving corporation is located to determine the rights of dissenting CYHC shareholders and to fix the fair value of their shares. If CYHC fails to institute a proceeding within the 20-day period, any dissenting CYHC shareholder may institute a proceeding for the same purpose not later than 30 days after the expiration of the 20-day period. If a dissenting CYHC shareholder does not institute a proceeding within the 30-day period, all dissenters’ rights are lost unless the court, for good cause shown, otherwise directs.

During each proceeding, the court will determine whether each dissenting CYHC shareholder is entitled to receive payment for his, her or its shares and, if so, will fix the value of such shares, which will be the fair value, as of the close of business on the day prior to the date CYHC shareholders voted to adopt the merger agreement, taking into consideration the nature of the transaction giving rise to the CYHC shareholder’s right to receive payment for his, her or its dissenting shares and its effects on the surviving corporation and CYHC’s shareholders, the concepts and methods then customary in relevant securities and financial markets for determining the fair value of shares of a corporation engaging in a similar transaction under comparable circumstances and all other relevant factors. The court will determine the fair value of the shares without a jury and without referral to an appraiser or referee. The court will also include an allowance for interest on such amount to be paid from the completion of the first-step merger to the date of payment at such rate as the court finds equitable, taking into account all relevant factors, including the rate of interest which the surviving corporation would have had to pay to borrow money during the pendency of the proceeding, unless the court finds that a CYHC shareholder’s refusal to accept CYHC’s or the surviving corporation’s offer of payment was arbitrary, vexatious or otherwise not in good faith, in which case no interest will be awarded.

Each party to such proceeding will bear such party’s own costs and expenses. The court may, in its discretion, apportion and assess all or any part of the costs, expenses and fees incurred by CYHC or the surviving corporation against any or all of the dissenting CYHC shareholders who are parties to the proceeding, if the court finds that the CYHC shareholder’s refusal to accept the surviving corporation’s offer was arbitrary, vexatious or otherwise not in good faith, in which case CYHC’s or the surviving corporation’s costs may, in the discretion of the court, be assessed against any or all dissenting CYHC shareholders who are parties to such proceeding. The court, in its discretion, may also apportion or assess any part of the dissenting CYHC shareholder’s costs against the surviving corporation if it finds that the fair value of the shares as determined materially exceeds the amount which the surviving corporation offered to pay, or that no offer or advance payment was made by the surviving corporation, or that the surviving corporation failed to institute such special proceeding within the specified period, or that the action of CYHC in complying with its obligations under Section 623 was arbitrary, vexatious or otherwise not in good faith. Within 60 days following the final determination of the proceeding, the surviving

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corporation shall pay to each dissenting CYHC shareholder the amount found to be due him or her, upon the CYHC shareholder’s surrender of all certificates representing dissenting shares.

The enforcement by a CYHC shareholder of his, her or its right to receive payment for shares in accordance with Section 623 excludes the enforcement by such CYHC shareholder of any other right to which he, she or it might otherwise be entitled by virtue of his, her or its ownership of shares (unless the CYHC shareholder withdraws his, her or its notice of election or the first-step merger is abandoned), except that the CYHC shareholder will retain the right to bring or maintain an appropriate action to obtain relief on the grounds that the first-step merger will be or is unlawful or fraudulent as to him or her. A CYHC shareholder’s notice of election may be withdrawn at any time prior to his, her or its acceptance in writing of an offer to purchase his, her or its dissenting shares by CYHC, but no withdrawal may be made later than 60 days from the completion of the first-step merger (unless CYHC failed to make a timely offer, in which case a withdrawal may be made no later than 60 days after such offer is made) without the written consent of CYHC. In order for a withdrawal of a CYHC shareholder’s notice of election to be effective, it must be accompanied by a return to CYHC of any advance payment made to such CYHC shareholder.

If the merger agreement is adopted by the requisite vote of the shareholders of CYHC at the special meeting, then following the closing of Transactions, OceanFirst will assume the obligations of CYHC under Sections 623 and 910.

Regulatory Approvals Required for the Transactions

Completion of the Transactions is subject to receipt of certain approvals, waivers and consents from applicable governmental and regulatory authorities, without certain conditions being imposed as part of a regulatory approval that would reasonably be expected to result in a materially burdensome regulatory condition. Subject to the terms and conditions of the merger agreement, OceanFirst and CYHC have agreed to cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation and to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These include, among others, approval (or waiver of such approval) from the FRB and the OCC. OceanFirst intends to submit the FRB application and the OCC application as promptly as practicable. As of the date of this proxy statement/prospectus, the FRB application and the OCC application have not yet been submitted.

FRB and OCC approval (if granted) for the Transactions: (i) would reflect only their view that the Transactions do not contravene applicable competitive standards imposed by law and is consistent with regulatory policies relating to safety and soundness; (ii) would not be an opinion that the Transactions are financially favorable to the shareholders or that the FRB or OCC has considered the adequacy of the terms of the Transactions; and (iii) would not be an endorsement of, or recommendation for, the Transactions. Although neither CYHC nor OceanFirst knows of any reason why it cannot obtain these regulatory approvals or waivers in a timely manner, CYHC and OceanFirst cannot be certain when, or if, they will be obtained.

Federal Reserve Board

OceanFirst is a bank holding company that is regulated and supervised by the FRB under the Bank Holding Company Act (which we refer to as the “BHC Act”). The Transactions contemplated by the merger agreement require prior approval of the FRB under the BHC Act. In evaluating an application for such approval, the FRB takes into consideration a number of factors, including (i) the competitive impact of the proposal in the relevant geographic markets, (ii) financial, managerial and other supervisory considerations, including financial condition, future prospects, capital positions, managerial resources, and compliance with applicable banking, consumer protection, and anti-money laundering laws, (iii) convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries of the companies under the Community Reinvestment Act (which we refer to as the “CRA”), (iv) effectiveness of the companies and the depository

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institutions concerned in combating money laundering activities, (v) availability of information needed to determine and enforce compliance with the BHC Act and other applicable federal banking laws and (vi) the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. The FRB will provide an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines such meeting or other proceeding would be appropriate.

Office of the Comptroller of the Currency

OceanFirst Bank is an insured depository institution regulated and supervised by the OCC. The merger of Country Bank with and into OceanFirst Bank requires prior approval of the OCC under the National Bank Act and Section 18(c) of the Federal Deposit Insurance Act (which we refer to as the “Bank Merger Act”). In evaluating an application for such approval, the OCC takes into consideration a number of factors, including (i) the competitive impact of the transaction, (ii) financial and managerial resources of the bank parties to the merger on a current and pro forma basis, (iii) the convenience and needs of the community to be served and the record of the banks under the CRA, including their CRA ratings, (iv) the banks’ effectiveness in combating money laundering activities, and (v) the extent to which the merger would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. In connection with its review, the OCC provides an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines that would be appropriate.

Additional Regulatory Approvals and Notices

OceanFirst and CYHC believe that the Transactions do not raise substantial antitrust or other significant regulatory concerns and that the parties to the Transactions will be able to obtain all requisite regulatory approvals. However, neither OceanFirst nor CYHC can assure you that all of the regulatory approvals described above will be obtained and, if obtained, OceanFirst and CYHC cannot assure you as to the timing of any such approvals, their ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a materially burdensome regulatory condition.

Neither OceanFirst nor CYHC is aware of any material governmental approvals or actions that are required for completion of the Transactions other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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