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Capital Bancorp, Integrated Financial Holdings complete merger

Capital Bancorp announced the completion of its previously announced merger with Integrated Financial Holdings. At the effective time of the merger, IFHI merged with and into Capital, with Capital continuing as the surviving corporation. The transaction is expected to create a best-in-class nationwide leader in government guaranteed lending across both U.S. Department of Agriculture and U.S. Small Business Administration lending. The transaction will also create opportunities to scale Windsor Advantage, one of the nation’s largest SBA Lender Service Providers, which currently services approximately $2.5 billion in loans across SBA and USDA. Pursuant to the terms of the Merger Agreement, each holder of IFHI’s common stock, par value $1.00 per share was converted into the right to receive 1.115 shares of common stock of Capital; and $5.36 in cash per share of IFHI Common Stock, in addition to cash in lieu of fractional shares. Each share of IFHI Common Stock subject to vesting, repurchase or other lapse restriction that was unvested or contingent and outstanding immediately prior to the effective time fully vested and was cancelled and converted automatically into the right to receive merger consideration in respect of each such share of IFHI Common Stock underlying such restricted stock award. In addition, each stock option granted by IFHI to purchase shares of IFHI Common Stock, whether vested or unvested, outstanding immediately prior to the effective time, was assumed by Capital and converted into an equivalent option to purchase Capital Common Stock, with the same terms and conditions as applied to the IFHI stock option. The pro forma organization will have approximately $3 billion in assets, robust pro forma capital ratios and strong pro forma capital generation, allowing it to participate in the substantial lending opportunities that exist within the fast-growing renewable energy industry. Pro forma, approximately 70% of Capital’s net income will be from commercial banking with approximately 38% of Capital’s loan portfolio consisting of C&I and owner-occupied commercial real estate loans. Approximately 20% of the pro forma revenue is generated from fee revenue, further diversifying Capital’s revenue stream. In connection with completion of the Merger, Marc McConnell will join the Board of Directors of Capital Bancorp, Inc. and Capital Bank, N.A. Mr. McConnell has served as Chairman of the IFHI board of directors since August 2020 and as Chairman of West Town Bank’s board of directors since June 2009. A. Riddick Skinner, EVP of Government Lending at IFHI will join Capital Bank as Head of Government Guaranteed Lending. Melissa Marsal, EVP and Chief Operating Officer of IFHI, will join Capital Bank as Head of Commercial Bank Operations. Mike Breckheimer will continue to lead Windsor.

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