8-K - ENBP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

______________

Date of Report (Date of earliest event reported): December 30, 2020

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

Pennsylvania	000-53297	51-0661129
(State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
31 E. Main Street, Ephrata, PA	17522-0457
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(Address of principal executive offices)	(Zip Code)

(717) 733-4181

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of exchange on which registered
None	N/A	N/A

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

Item 1.01.	Entry into a Material Definitive Agreement.

On December 30, 2020, ENB Financial Corp (the “Company”) entered into Subordinated Note Purchase Agreements (the “Purchase Agreements”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $20.0 million in aggregate principal amount of its 4.00% fixed to floating rate subordinated notes due 2030 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes and to support organic growth initiatives. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

The Notes have a stated maturity of December 31, 2030, are redeemable by the Company at its option, in whole or in part, on or after December 30, 2025, and at any time upon the occurrences of certain events. Prior to December 30, 2025, the Company may redeem the Notes, in whole or in part, only under certain limited circumstances set forth in the Note. On or after December 30, 2025, the Company may redeem the Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption. The Notes are not subject to redemption at the option of the holder.

The Notes will bear interest at a fixed rate of 4.00% per year, from and including December 30, 2020 to, but excluding, December 31, 2025 or earlier redemption date. From and including December 31, 2025 to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current 90-day average Secured Overnight Financing Rate (“SOFR”) plus 374 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than 90-day average SOFR.

Principal and interest on the Notes are subject to acceleration only in limited circumstances. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries.

The form of the Note and the form of the Purchase Agreement are attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreements and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangementof a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01.	Regulation FD Disclosure.

On December 30, 2020, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1.

In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
4.1	Form of 4.00% Fixed to Floating Rate Subordinated Note due December 31, 2030 (included as Exhibit A to the Form of Subordinated Note Purchase Agreement 4.00% Fixed to Floating Rate Subordinated Note due December 31, 2030 filed as Exhibit 10.1 hereto).
10.1	Form of Subordinated Note Purchase Agreement 4.00% Fixed to Floating Rate Subordinated Note due December 31, 2030, dated December 30, 2020, by and among ENB Financial Corp and the Purchasers.
99.1	Press Release of ENB Financial Corp dated December 30, 2020.
99.2	Investor Presentation of ENB Financial Corp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENB FINANCIAL CORP
	(Registrant)
Dated: December 30, 2020	/s/ Scott E. Lied
	Scott E. Lied
	Chief Financial Officer

Exhibit 10.1

EXECUTION VERSION

SUBORDINATED NOTE PURCHASE AGREEMENT

4.00% FIXED TO FLOATING RATE NOTE DUE DECEMBER 31, 2030

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2020 and is made by and among ENB Financial Corp, a Pennsylvania corporation (“the Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

**WHEREAS,**the Company has requested that the Purchasers purchase from the Company up to Twenty Million Dollars ($20,000,000) in aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is intended to meet the qualifications for inclusion as Tier 2 Capital (as defined herein);

**WHEREAS,**the Company has engaged Performance Trust Capital Partners, LLC, as its exclusive placement agent (“Placement Agent”) for the offering of the Subordinated Notes;

WHEREAS, each of the Purchasers is either an accredited investor under Rule 501(a)(1)-(3) or (7) of SEC Regulation D or a qualified institutional buyer as such term is defined in SEC Rule 144A(a) as such rules have been promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”);

**WHEREAS,**the offer and sale of the Subordinated Notes by the Company is being made in reliance upon Rule 506(b) of Regulation D; and

WHEREAS, each Purchaser is willing to purchase from the Company a Subordinated Note in the principal amount set forth on each Purchaser’s signature page (the “Subordinated Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.

NOW,THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

1.	DEFINITIONS.

1.1 DefinedTerms. The following capitalized terms used in this Agreement have the meanings defined or referenced below. Certain other capitalized terms used in this Agreement may be defined elsewhere in this Agreement.

“Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and Subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates.

“Agreement” has the meaning set forth in the preamble hereto.

“theBank” means Ephrata National Bank, a national banking association.

“BusinessDay” means any day other than a Saturday, Sunday or any other day on which banking institutions in the Commonwealth of Pennsylvania are permitted or required by any applicable law or executive order to close.

“Closing” has the meaning set forth in Section 2.5.

“Closing Date” means December 30, 2020.

“Common Shares” means the Company’s common stock, par value $0.10 per share.

“theCompany” has the meaning set forth in the preamble hereto and shall include any successors to the Company.

“the Company Covered Person” has the meaning set forth in Section 4.2.4.

“theCompany’s Reports” means (i) the audited consolidated financial statements of the Company for the year ended December 31, 2019 and filed with the SEC on Form 10-K for the year ending December 31, 2019; (ii) the unaudited financial statements of the Company and the Bank, as applicable, as of and for the quarters ended March 31, June 30 and September 30, 2020 and filed with the SEC on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2020; (iii) the Company’s Parent Only Financial Statements for Small Holding Companies (FR Y-9SP) as of and for the twelve month period ended December 31, 2019 filed with the FRB, and (iv) the Bank’s consolidated reports of condition and income filed (or call report) with the FDIC as of and for the period ended September 30, 2020.

“Control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Disbursement” has the meaning set forth in Section 3.1.

“Disqualification Event” has the meaning set forth in Section 4.2.4.

“EquityInterest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock or shares of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.

“Event of Default” has the meaning set forth in the Subordinated Notes.

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

“FDIC” means the Federal Deposit Insurance Corporation.

“FRB” means the Board of Governors of the Federal Reserve System.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.

“GovernmentalAgency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over the Company or the Bank.

“Governmental Licenses” has the meaning set forth in Section 4.3.

“HazardousMaterials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under Environmental Laws.

“EnvironmentalLaws” mean any applicable laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42

U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, et. Seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, common law, laws of other jurisdictions or orders and regulations.

“Indebtedness” means and includes: (i) all items arising from the borrowing of money that, according to GAAP, would be included in determining total liabilities as shown on the consolidated balance sheet of the Company or any Subsidiary of the Company; and (ii) all obligations secured by any lien on property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed by the Company or any Subsidiary; provided, however, Indebtedness shall not include deposits or other Indebtedness created, incurred or maintained in the ordinary course of the Company’s or the Bank’s business (including, without limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the Company or the Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.

“Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.

*“Noteholder”*has same meaning as set forth in the Form of Subordinated Note attached as Exhibit A hereto and incorporated by reference herein.

“Material Adverse Effect” means any change or effect that (i) is or would be reasonably expected to be material and adverse to the financial condition, results of operations, business or assets of the Company and/or the Bank taken as a whole, or (ii) would materially impair the ability of the Company and/or the Bank to perform their respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby or thereby; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of (1) orders issued, or changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof taken, by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in the general economic, employment or capital market conditions in the United States, including, but not limited to, interest rates, economic or capital market conditions affecting insured depository institutions and their respective holding companies or the market prices for their issued and outstanding securities generally, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank, or the Purchasers, including expenses incurred by the Company, the Bank, or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any action or omission taken by the Company or the Bank with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement or the Subordinated Notes, (6) any act of God, terrorism, war (whether or not declared), armed conflict, civil unrest, natural disaster or any national or international calamity affecting the United States, (7) the effects of any declaration of a state of civil emergency by the government of the United States or of any state of the United States or political subdivision thereof, and (7) the effects of any epidemic, pandemic, or disease outbreak, or continuation or extension of an epidemic, pandemic, or disease outbreak, affecting the United States, including without limitation, all measures taken to protect the health, safety and welfare of the general population of the United States or of any state of the United States or political subdivision thereof.

“Maturity Date” means December 31, 2030.

“Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

“Placement Agent” has the meaning set forth in the Recitals.

“Property” means any real property owned, leased, or otherwise used by the Company or any Affiliate or Subsidiary of the Company. For avoidance of doubt, Property includes, without limitation, property repossessed or foreclosed in connection with lending activities of the Bank.

“Purchaser” or “Purchasers” has the meaning set forth in the preamble hereto.

“Regulation D” means Regulation D promulgated under the Securities Act.

“RegulatoryAgencies” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company or the Bank.

“Securities Act” has the meaning set forth in the Recitals.

“SEC Filings” have the meaning set forth in Section 6.8.

“SubordinatedNote” means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

“Subordinated Note Amount” has the meaning set forth in the Recitals.

“Subsidiary” means with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.

“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. 217, Part 12 C.F.R. Part 225, and 12 C.F.R. Part 250, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

“Transaction Documents” has the meaning set forth in Section 3.1.

1.2 Interpretations. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including,without limitation.” All references to time of day herein are references to Eastern Time unless otherwise specifically provided. All references to this Agreement and the Subordinated Notes shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also include any replacement, extension or other modification thereof.

1.3 ExhibitsIncorporated. All Exhibits attached are hereby incorporated into this Agreement.

2.	SUBORDINATED DEBT.

2.1 CertainTerms. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers, severally and not jointly, Subordinated Notes in an amount equal to the aggregate of the Subordinated Note Amounts. Purchasers, severally and not jointly, each agree to purchase the Subordinated Notes from the Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed in accordance with Section 3.1. The Subordinated Notes shall bear interest per annum as set forth in the Subordinated Notes. The unpaid principal balance of the Subordinated Notes plus all accrued but unpaid interest thereon shall be due and payable on the Maturity Date, or such earlier date on which such amount shall become due and payable on account of (i) acceleration by Purchasers in accordance with the terms of the Subordinated Notes and this Agreement or (ii) the Company’s delivery of a notice of redemption or repayment in accordance with the terms of the Subordinated Notes.

2.2 Subordination. The Subordinated Notes shall be subordinated in accordance with the subordination provisions set forth therein.

2.3 MaturityDate. On the Maturity Date, the Company shall pay in full all sums due and owing under this Agreement and the Subordinated Notes. The Company acknowledges and agrees that the Purchasers have not made any commitments, either express or implied, to extend the terms of the Subordinated Notes past their Maturity Date, and shall not extend such terms beyond the Maturity Date unless the Company and the Purchasers hereafter specifically otherwise agree in writing.

2.4 UnsecuredObligations. The obligations of the Company to the Purchasers under the Subordinated Notes and this Agreement shall be unsecured.

2.5 TheClosing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of the Company at 10:00 a.m. (Eastern Time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.

2.6 Payments. The Company and the Purchasers agree that matters concerning payments and application of payments shall be as set forth in this Agreement and in the Subordinated Notes.

2.7 Rightof Offset. Each Purchaser hereby expressly waives any right of offset it may have against the Company or the Bank.

2.8 Useof Proceeds. The Company shall use the net proceeds from the sale of Subordinated Notes for general corporate purposes, including, without limitation, to fund future growth and for investment in, or capital contributions to, the Bank.

2.9 NoTrust Indenture. The Subordinated Notes will not be issued pursuant to, or be the subject of, a trust indenture.

2.10 NoCredit Rating. The Subordinated Notes will not be rated by a nationally recognized statistical rating organization.

3.	DISBURSEMENT.

3.1 Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in Section 3.2 have been satisfied by the Company or waived by the applicable Purchaser and the Company has executed and delivered to each of the Purchasers this Agreement and such Purchaser’s Subordinated Note and any other related documents in form and substance reasonably satisfactory to the Purchasers and the Company (collectively the “Transaction Documents”), each Purchaser shall disburse their respective Subordinated Note Amount, which is set forth on such Purchaser’s signature page, in immediately available funds to the Company in exchange for a Subordinated Note with a principal amount equal to such Subordinated Note Amount (the “Disbursement”). The Company will deliver to the respective Purchaser one or more Subordinated Notes in definitive form (or provide evidence of the same with the original to be delivered by the Company by overnight delivery on the next Business Day in accordance with the delivery instructions of the Purchaser), registered in such names and denominations as such Purchasers may request.

3.2	Conditions Precedent to Disbursement.

3.2.1 Conditionsto the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by them at Closing and to effect the Disbursement is subject to the fulfillment of or delivery by or at the direction of the Company to such Purchaser, on or prior to the applicable Closing Date, of each of the following (or written waiver by such Purchaser prior to the Closing of such delivery):

3.2.1.1 TransactionDocuments. The Transaction Documents, each duly authorized and executed by the Company.

3.2.1.2	Authority Documents.
(a)	A copy, certified by the Secretary or Assistant Secretary of the Company, of the articles of incorporation<br>of the Company and all amendments thereto as in effect as of the Closing Date;
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(b)	A certificate of good standing of the Company issued by the Secretary of the Commonwealth of<br>the Commonwealth of Pennsylvania;
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(c)	A certificate of existence of the Bank issued by the Office of the Comptroller of the Currency;
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(d)	A copy, certified by the Secretary or Assistant Secretary, of the bylaws of the Company and all amendments thereto as in effect<br>as of the Closing Date;
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(e)	A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of<br>the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction<br>Documents;
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(f)	An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers<br>of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement;
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(g)	The opinion of Bybel Rutledge LLP, counsel to the Company, dated as of the Closing Date, substantially<br>in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent; and
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(h)	A confirmation of registered status of the Company issued by the Federal Reserve Bank of Philadelphia.
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3.2.1.3 OtherRequirements. Such other additional information regarding the Company or the Bank and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as the Purchaser may reasonably require.

3.2.1.4 AggregateInvestments. Each Purchaser shall have actually subscribed for the Subordinated Note Amount set forth on such Purchaser’s signature page.

3.2.1.5 Representationsand Warranties. The representations and warranties made by the Company in Section 4 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the aggregate failure of such representations and warranties to be so true and correct does not have a Material Adverse Effect on the Company (and except that representations and warranties made as of a specified date need only be true and correct as of such date).

3.2.1.6 Covenants. All covenants and agreements contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects.

3.2.2 Conditionsto the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser is subject to the satisfaction or written waiver by the Company of the following conditions at or prior to the Closing:

3.2.2.1Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.

3.2.2.2With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement.

3.2.2.3The representations and warranties made by that Purchaser in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except that representations and warranties made as of a specified date need only be so true and correct as of such date).

3.2.2.4All covenants and agreements contained in this Agreement to be performed by that Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects.

4.	REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants<br>to each Purchaser as follows:

4.1	Organization and Authority.
4.1.1	Organization Matters of the Company and Its Subsidiaries.
---	---

4.1.1.1The Company is a bank holding company registered with the FRB under the Bank Holding the Company Act of 1956, as amended. The Company is a corporation validly existing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

4.1.1.2The Bank is the only Subsidiary of the Company. The Bank is a national banking association and has the corporate power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding Equity Interests in the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. None of the Equity Interests in the Bank were issued in violation of the preemptive or similar rights of any security holder of the Bank or any other Person.

4.1.1.3The deposit accounts of the Bank are insured by the FDIC up to applicable limits. The Bank has not received any notice or other information indicating that the Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of the Bank as an FDIC- insured institution.

4.1.2 CapitalShares and Related Matters. The articles of incorporation of the Company authorize the Company to issue 24,000,000 Common Shares. As of November 1, 2020, there were 5,556,413 of Common Shares issued and outstanding. All of the outstanding shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except as described in, or permitted by, Section 5.3.5(c)(i)-(v), there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person.

4.2	No Impediment to Transactions.

4.2.1 Transactionis Legal and Authorized. The issuance of the Subordinated Notes, the borrowing of the aggregate of the Subordinated Note Amounts, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers of the Company.

4.2.2 Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Purchasers, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.2.3 SubordinatedNotes. The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will have been duly executed, issued and delivered, and will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

4.2.4 Exemptionfrom Registration. Neither the Company, nor the Bank, nor to the Company’s knowledge, any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Subordinated Notes. Assuming the accuracy of the representations and warranties of each Purchaser set forth in this Agreement, the Subordinated Notes will be issued in a transaction exempt from the registration requirements of the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1) of Regulation D (a “DisqualificationEvent”) is applicable to the Company or, to the Company’s knowledge, any director or executive offer of the Company or other officer of the Company participating in the offer and sale of the Subordinated Notes except a Disqualification Event described in Rule 506(d)(2) or (3) (each, a “the Company Covered Person”). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) with respect to any Company Covered Person. Based upon a written representation by the Placement Agent, to the Company’s knowledge, the Placement Agent, any general partner or managing member of the Placement Agent, director or executive officer of the Placement Agent or officer of the Placement Agent participating in the offer or sale of the Subordinated Notes are not subject to a Disqualification Event or a Disqualification Event that requires disclosure under Rule 506(e).

4.2.5 NoDefaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the articles of incorporation or bylaws of the Company; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any material contract, agreement, indenture, mortgage, deed of trust, pledge, loan or credit agreement, or any other agreement or instrument to which the Company or the Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency; or (4) any statute, rule or regulation applicable to the Company, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of the Company. Neither the Company nor the Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which the Company or the Bank, as applicable, is a party or by which the Company or the Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have a Material Adverse Effect. The Bank is not a party to, or otherwise subject to, any legal restriction or any agreement (other than customary limitations imposed by corporate law statutes, banking law statutes, rules and policies, or other regulatory statutes) restricting the ability the Bank to pay dividends out of profits or make any other distributions to the Company.

4.2.6 GovernmentalConsent. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act and the Exchange Act and any “notice filings” under state securities laws or “blue sky” laws of the various states.

4.3 Possessionof Licenses and Permits. Each of the Company and the Bank possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by it except where the failure to possess such Governmental Licenses would not have a Material Adverse Effect on the Company or the Bank; each of the Company and the Bank is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not have a Material Adverse Effect on the Company or the Bank; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect on the Company or the Bank; and neither the Company nor the Bank has received any notice of proceedings relating to the revocation, suspension or modification of any such Governmental Licenses.

4.4	Financial Condition.

4.4.1 CompanyFinancial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet (or notes thereto) of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

4.4.2 Absenceof Default. Since the date of the latest audited consolidated financial statements of the Company, no event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to accelerate the maturity of any material Indebtedness of the Company. The Company is not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non-compliance with which reasonably would be expected to result in a Material Adverse Effect on the Company.

4.4.3 Solvency. After giving effect to the consummation of the transactions contemplated by this Agreement, the Company has capital sufficient to carry on its business and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or the Bank.

4.4.4 Ownershipor Use of Property. Each of the Company and the Bank have good and marketable title as to all real property owned by it and good title to all assets and properties owned by the Company and the Bank in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public deposits or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank or FRB, inter-bank credit facilities, reverse repurchase agreements or any transaction by the Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet due or delinquent or which are being contested in good faith and (iii) such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or the Bank. The Company and the Bank, as lessee, has the right under valid and existing Leases of real and personal properties that are material to the Company or the Bank, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it.

4.5 NoMaterial Adverse Change. Since December 31, 2019, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect. No changes in the Chief Executive Officer or Chief Financial Officer of the Company or the Bank are currently contemplated.

4.6	Legal Matters.

4.6.1 Compliancewith Law. Each of the Company and the Bank (i) has complied in all material respects with and (ii) is not under investigation with respect to, and, to the Company’s knowledge, has not been threatened to be charged with or given any written notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties. Each of the Company and the Bank is in compliance in all material respects with, (x) all statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency, applicable to it, and (y) its own privacy policies and written commitments to customers, consumers and employees, concerning data protection, the privacy and security of personal data, and the nonpublic personal information of its customers, consumers and employees. At no time during the two years prior to the date hereof has the Company or the Bank received any written notice asserting any material violations of any of the foregoing, except for any violations that (A) have been resolved, (B) in the reasonable judgment of the Company are in the process of being resolved, or (C) have not had, and are not reasonably expected to have, a Material Adverse Effect.

4.6.2 RegulatoryEnforcement Actions. Each of the Company and the Bank is in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them. None of the Company, the Bank, nor any of their respective officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened, or (b) any agreements, memoranda or commitments being sought by any Governmental Agency.

4.6.3 PendingLitigation. There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or the Bank at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that would reasonably be expected to have a Material Adverse Effect on the Company or the Bank or affect issuance or payment of the Subordinated Notes; and neither the Company nor the Bank is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that will have a Material Adverse Effect on the Company or the Bank.

4.6.4 Environmental. To the knowledge of the Company, all Property is in material compliance with Environmental Laws, and neither the Company nor the Bank has engaged in the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, or transportation of any Hazardous Materials on any Property except in material compliance with Environmental Laws. There are no claims or actions pending or, to the Company’s knowledge, threatened against the Company or the Bank by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Environmental Law.

4.6.5 BrokerageCommissions. Except for commissions paid to the Placement Agent, neither the Company nor any Affiliate of the Company is obligated to pay any brokerage commission, placement fee, or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.

4.6.6 Investmentthe Company Act. Neither the Company nor the Bank comes within the definition of an “investment company” under Section 3(a) of the Investment Company Act of 1940, as amended (the “1940 Act”) or is controlled, as that term is defined in Section 2(a)(9) of the 1940 Act, by an investment company.

4.7	Intentionally blank.

4.8 InternalAccounting Controls. Each of the Company and the Bank has established and maintains a system of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect, in all material respects, the transactions and dispositions of the Company’s and the Bank’s assets, provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and the Bank’s receipts and expenditures are being made in accordance with policies and procedures of the Company and the Bank, as the case may be, and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company and the Bank that could have a Material Adverse Effect on the Company’s Reports.

4.9 TaxMatters. Each of the Company and the Bank have (a) filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that they are required to file with governmental tax agencies, and all such tax returns have been filed timely and are true, correct and complete in all material respects, and (b) paid all material taxes required to be paid by them and any other material tax assessment, fine or penalty levied against them other than taxes (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings, or (z) are not yet due.

5.	GENERAL COVENANTS, CONDITIONS AND AGREEMENTS.

The Company hereby further covenants and agrees with each Purchaser as follows:

5.1 Compliancewith Transaction Documents. The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

5.2 AffiliateTransactions. The Company shall not itself, nor shall it cause, permit or allow any of its Subsidiaries to enter into any transaction, including the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of the Company except in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Affiliate’s business and upon terms consistent with applicable laws and regulations and reasonably found by the appropriate board(s) of directors to be fair and reasonable and no less favorable to the Company or such Affiliate than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate. This Section 5.2 shall not apply to transactions to which the Bank is a party.

5.3	Compliance with Laws.

5.3.1 Generally. The Company shall comply and cause the Bank and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership, leasing, or use of its Properties (including without limitation, all Environmental Laws), except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company.

5.3.2 RegulatedActivities. The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations or, (ii) make any loan or advance secured by the capital stock or shares of another bank or depository institution, or acquire the capital stock or shares, assets or obligations of or any Equity Interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

5.3.3 Taxes. The Company shall and shall cause the Bank and any other of its Subsidiaries to promptly pay and discharge all taxes, assessments and other governmental charges imposed upon the Company, the Bank or any other of its Subsidiaries or upon the income, profits, or property of the Company or any Subsidiary as they become due and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, the Bank or any other of its Subsidiaries. Notwithstanding the foregoing, none of the Company, the Bank or any other of its Subsidiaries shall be required to pay any such tax, assessment, charge or claim unless due or, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of the Company, the Bank and such other Subsidiary.

5.3.4 CorporateExistence. the Company shall do or cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and that of the Bank and the other Subsidiaries and its and their rights, licenses and franchises, and comply in all material respects with all related laws applicable to the Company, the Bank or the other Subsidiaries; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its Subsidiaries or any such right, license or franchise of the Company or any of its Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof will not cause a Material Adverse Effect.

5.3.5 Dividends,Payments, and Guarantees During Event of Default. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on the Subordinated Notes or of an Event of Default (as defined under the Subordinated Notes), until such failure or Event of Default is cured or waived by the Noteholders, the Company shall not, except as required by any federal or state Governmental Agency, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its shares; (b) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company’s Indebtedness that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s shares; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s shares or the exchange or conversion of one class or series of the Company’s shares for another class or series of the Company’s shares; (iv) the purchase of fractional interests in the Company shares pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged; or (v) purchases of any class of the Company shares related to the issuance of Common Shares or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award).

5.3.6 Tier2 Capital. If all or any portion of the Subordinated Notes ceases to qualify for inclusion as Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will immediately notify the Noteholder (as defined in the Subordinated Note), and thereafter if so requested by the Company, the Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event (as defined in the Subordinated Notes). At any time and from time to time, if the capital adequacy requirements and guidelines of the FRB otherwise applicable to bank holding companies are not applicable to the Company by reason of the “Small Bank Holding the Company and Savings and Loan Holding the Company Policy Statement” of the FRB, codified as Appendix C to 12 CFR Part 225, as amended from time to time, (the “SBHC Policy Statement”), then the provisions of this Agreement that refer to capital adequacy or related concepts shall be applied, solely for purposes of this Agreement, as if the SBHC Policy Statement did not exempt the Company from them.

5.4 Absenceof Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.

5.5 SecondaryMarket Transactions. Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “SecondaryMarket Transaction”).

5.6 IntentionallyBlank.

5.7 Bloomberg. The Company agrees to request that the Placement Agent deliver a term sheet containing the material terms of the Subordinated Notes to Bloomberg.

5.8 CUSIPNumbers. Prior to the Closing Date, the Company shall cause CUSIP numbers to be obtained for the Subordinated Notes and printed on the Subordinated Notes pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures.

6.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS.

Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

6.1 LegalPower and Authority. The Purchaser has all necessary power and authority to execute, deliver and perform the Purchaser’s obligations under this Agreement and to consummate the transactions contemplated hereby. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation.

6.2 Authorizationand Execution. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of such Purchaser, and this Agreement has been duly authorized, executed and delivered by such Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto, is a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

6.3 NoConflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) the Purchaser’s organizational documents, (ii) any agreement to which the Purchaser or its Affiliate is party, (iii) any law applicable to the Purchaser or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting the Purchaser.

6.4 Purchasefor Investment. The Purchaser is purchasing the Subordinated Note for Purchaser’s own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. The Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.

6.5 Statusas an Accredited Investor or Qualified Institutional Buyer. The Purchaser is, and will be on the Closing Date, either an “accredited investor” under Rule 501(a)(1)-(3) or (7) of SEC Regulation D or a qualified institutional buyer as such term is defined in SEC Rule 144A(a) as such rules have been promulgated under the Securities Act.

6.6 Financialand Business Sophistication. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the Purchaser’s prospective investment in the Subordinated Notes. Purchaser has relied solely upon the Purchaser’s own knowledge of, and/or the advice of the Purchaser’s own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

6.7 Abilityto Bear Economic Risk of Investment. The Purchaser recognizes that an investment in the Subordinated Notes involves substantial risk. The Purchaser has the ability to bear the economic risk of Purchaser’s prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely and the ability to bear a complete loss of all of the principal amount of the Subordinated Note and any accrued but unpaid interest thereon purchased under this Agreement.

6.8 Information. The Purchaser acknowledges that: (i) the Purchaser is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is the Purchaser being provided with any offering circular, private placement memorandum or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) Purchaser has conducted the Purchaser’s own examination of the Company and the terms of the Subordinated Notes to the extent the Purchaser deems necessary to make a decision to invest in the Subordinated Notes; and (iii) the Purchaser has availed itself of publicly available financial and other information concerning the Company to the extent the Purchaser deems necessary to make a decision to purchase the Subordinated Notes including, without limitation, information, including risk factors, financial data and management’s discussion and analysis of the Company’s results of operations, as respectively set forth in the Company’s Annual Report on SEC Form 10-K for the year ending December 31, 2019 and the Company’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 as filed with the SEC as well as current reports made by the Company on SEC Form 8-K and filed with the SEC, all of which are deemed incorporated by reference into this Agreement and which are available at www.sec.gov (collectively, the “SEC Filings”). The Purchaser has reviewed the information set forth in the Company’s Reports and the exhibits and schedules hereto provided by the Company in connection with the offer and sale of the Subordinated Notes and contained in the electronic data room established by the Placement Agent and the SEC Filings.

6.9 Accessto Information. The Purchaser acknowledges that the Purchaser and its advisors have been furnished with all materials relating to the business, finances and operations of the Company that have been reasonably requested by the Purchaser and its advisors and have been given the opportunity to ask questions of, and to receive answers from, Persons acting on behalf of the Company concerning the Company and the terms and conditions of the transactions contemplated by this Agreement in order to make an informed and voluntary decision to enter into this Agreement.

6.10 InvestmentDecision. The Purchaser has made its own investment decision based upon the Purchaser’s own judgment, due diligence, and advice from such advisors as the Purchaser has deemed necessary and not upon any view expressed by any other Person, including the Placement Agent. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or representatives, if any, shall modify, amend or affect its right to rely on the Company’s representations and warranties contained herein. The Purchaser is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company, including, without limitation, the Placement Agent, except for the express statements, representations and warranties of the Company made or contained in this Agreement. Furthermore, the Purchaser acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of the Purchaser or otherwise acted on behalf of or for the benefit of the Purchaser and (ii) nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Subordinated Notes constitutes legal, tax, accounting or investment advice.

6.11 PrivatePlacement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act, preemption of state securities registration requirements under Section 18 of the Securities Act, and exemptions from registration under state securities laws. The Purchaser is not subscribing for the Subordinated Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser represents that it has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all instruments representing the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell, pledge or otherwise transfer the Subordinated Note or any portion thereof or interest therein within six (6) months of the date of this Agreement unless exemptions from the Securities Act and applicable state securities laws are available to the Purchaser or the Subordinated Notes are registered under the Securities Act.

6.12 PlacementAgent. The Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

6.13 Accuracyof Representations. The Purchaser understands that each of the Placement Agent and the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement, and agrees that if any of the representations or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Placement Agent and the Company.

7.	MISCELLANEOUS.

7.1 Prohibitionon Assignment by the Company. Except as described in Section 8(b) (Merger or Sale of Assets) of the Subordinated Notes, the Company may not assign, transfer or delegate any of its rights or obligations under this Agreement or the Subordinated Notes without the prior written consent of the Noteholders. In addition, in accordance with the terms of the Subordinated Notes, any transfer of such Subordinated Notes by the Noteholders must be made in accordance with the Assignment Form attached thereto and the requirements and restrictions thereof.

7.2	Time of the Essence. Time is of the essence with respect to this Agreement.

7.3 Waiveror Amendment. No waiver or amendment of any term, provision, condition, covenant or agreement herein or in the Subordinated Notes shall be effective except with the consent of the holders of more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each holder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under this Agreement and the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of this Agreement or the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 5 (Events of Default; Acceleration), Section 6 (Failure to Make Payments), Section 7 (Affirmative Covenants of the Company), Section 8 (Negative Covenants of the Company), or Section 15 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any holder of a Subordinated Note; (vii) make any changes to Section 7.3 (Waiver or Amendment) of this Agreement that adversely affects the rights of any consenting holder of a Subordinated Note; (viii) disproportionately affect the

rights of any of the holders of the then outstanding Subordinated Notes; or (ix) modify the terms of subordination of the affected Subordinated Note in a manner adverse to the holder. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the holders of the Subordinated Notes to cure any ambiguity, defect or inconsistency, to ensure that the proceeds from the sale of the Subordinated Notes continues to qualify as Tier 2 Capital to the Company, or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any holder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by the Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. No notice or demand on the Company in any case shall, in and of itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchasers to any other or further action in any circumstances without notice or demand. No consent or waiver, express or implied, by the Purchasers to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Purchasers to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Purchasers of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

7.4 Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular Persons or situations, the remainder of this Agreement, and the application of such provision to Persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.

7.5 Notices. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next Business Day delivery, addressed:

if to the Company:	ENB Financial Corp
	P.O. Box 457
	31 East Main Street
	Ephrata, PA 17522
	Attention: Chief Financial Officer

with a copy to:	Bybel Rutledge LLP
	1017 Mumma Road
	Suite 302
	Lemoyne, PA 17043
	Attention: Nicholas Bybel, Jr.
if to Purchasers:	To the address indicated on such Purchaser’s signature page.

or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the Business Day of delivery to such courier (provided next Business Day delivery was requested).

7.6 Successorsand Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that, unless the Purchaser consents in writing, no assignment made by the Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of the Company. The term “successors and assigns” will not include a purchaser of any of the Subordinated Notes from any Purchaser merely because of such purchase.

7.7 NoJoint Venture or Fiduciary Relationship. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of the Purchaser, shall be deemed to make the Purchaser a partner or joint venturer with the Company nor give rise to a fiduciary relationship between the Company and any Purchaser.

7.8 Documentation. All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to the Purchaser shall be in form and substance satisfactory to such Purchaser.

7.9 EntireAgreement. This Agreement and the Subordinated Notes along with the Exhibits thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or in the Subordinated Notes.

7.10 Choiceof Law; Consent to Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which the Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by the Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing. Each Purchaser herebyirrevocably submits to the exclusive jurisdiction of the Court of Common Pleas of

Lancaster County, Pennsylvania and the U.S. DistrictCourt for the Eastern District of Pennsylvania over any action or proceeding arising out of or relating to this Agreement and eachother Transaction Document and the transactions related thereto, regardless of whether a claim sounds in contract, tort, or otherwiseand regardless of whether a claim is at law or in equity, and each Purchaser hereby irrevocably agrees that all claims in respectof such action or proceeding may be heard and determined in such state or federal court. Each Purchaser on behalf of itself and its successors and assigns, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of Forum Non Conveniens or otherwise. Each Purchaser agrees that a final, non- appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

7.11 NoThird Party Beneficiary. This Agreement is made for the sole benefit of the Company and the Purchasers, and no other Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder; provided, that the Placement Agent may rely on the representations and warranties contained herein to the same extent as if it were a party to this Agreement.

7.12 LegalTender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts.

7.13 Captions;Counterparts. Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

7.14 Knowledge;Discretion. All references herein to the Purchaser’s or the Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge as of the date hereof of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by the Purchaser, to the making of a determination or designation by the Purchaser, to the application of the Purchaser’s discretion or opinion, to the granting or withholding of the Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to the Purchaser, or otherwise involving the decision making of the Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.

7.15 WAIVER OF RIGHT TO JURY TRIAL. To the extent permitted under applicable law, the parties hereby knowingly, voluntarily and intentionally waive any right that they may have to a trial by jury in any litigation arising in any way in connection with any of the Transaction Documents, or any other statements or actions of the Company or the Purchasers. The parties acknowledge that they have been represented in the signing of this Agreement and in the making of this waiver by independent legal counsel selected of their own free will. The parties further acknowledge that (i) they have read and understand the meaning and ramifications of this waiver, (ii) this waiver has been reviewed by the parties and their counsel and is a material inducement for entry into this Agreement and (iii) this waiver shall be effective as to each of such Transaction Documents as if fully incorporated therein.

7.16 Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.

7.17 Survival. Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative.

[Signature Pages Follow]

INWITNESS WHEREOF, the Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

COMPANY:
ENB FINANCIAL CORP
By:_____________________________
Scott E. Lied, Chief Financial Officer

[the Company Signature Page to SubordinatedNote Purchase Agreement]

IN WITNESS WHEREOF, the Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.

PURCHASER:
[INSERT PURCHASER’S NAME]
By:


Address of Purchaser:
Principal Amount of Purchased Subordinated
Note: [●]

All values are in US Dollars.

[Purchaser Signature Pageto Subordinated Note Purchase Agreement]

EXHIBIT A

FORM OF SUBORDINATEDNOTE

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EXECUTION VERSION

SUBORDINATED NOTE

ENB FINANCIAL CORP

4.00% FIXED TO FLOATING RATE NOTEDUE DECEMBER 31, 2030

The indebtedness evidenced bythis Subordinated Note is subordinated and junior in right of payment to all Senior Indebtedness (as defined in Section 3of this Subordinated Note) of ENB Financial Corp, a Pennsylvania corporation (the “the Company”), includingobligations of the Company to its general and secured creditors, and its unsecured creditors. It is ineligible as collateral forany extension of credit by the Company or any of its Subsidiaries. In the event of liquidation, all holders of any Senior Indebtednessof the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be madeon account of principal of, or interest on, this Subordinated Note. After payment in full of all sums owing to such holders ofSenior Indebtedness, the holder of this Subordinated Note, together with the holders of any obligations of the Company rankingon a parity with this Subordinated Note, shall be entitled to be paid from the remaining assets of the Company the unpaid principalamount of this Subordinated Note plus accrued and unpaid interest thereon before any payment or other distribution, whether incash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior in the rightof payment to this Subordinated Note, (ii) any indebtedness between the Company and any of its Subsidiaries or Affiliates, or (iii)on account of any shares of the Company.

THE INDEBTEDNESS EVIDENCEDBY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”)OR ANY OTHER GOVERNMENT AGENCY OR FUND.

This Subordinated Note willbe issued and may be transferred only in minimum denominations of $1,000 and multiples of $1,000 in excess thereof. Any attemptedtransfer of this Subordinated Note in a denomination of less than $1,000 shall be deemed to be void and of no legal effect whatsoever.Any such purported transferee shall be deemed not to be the holder of this Subordinated Note for any purpose, including, but notlimited to, the receipt of payments on this Subordinated Note, and such purported transferee shall be deemed to have no interestwhatsoever in this Subordinated Note.

This Subordinated Note hasnot been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicablestate securities laws or any other applicable securities laws. The purchaser of this Subordinated Note agrees not to sell,pledge, hypothecate or transfer the Subordinated Note nor any portion, interest or participation thereof or therein for six (6)months from the date of this Subordinated Note unless such transaction is exempt from registration under the Securities Act orthe Subordinated Notes are registered under the Securities Act.**

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CERTAIN ERISA CONSIDERATIONS:

The holder of this SubordinatedNote, or any interest herein, by its acceptance hereof or thereof agrees, represents and warrants that it is not an employee benefitplan, individual retirement account or other plan or arrangement subject to Title I of the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the“Code”) (each a “Plan”), or an entity whose underlying assets include “PlanAssets” by reason of any plan’s investment in the entity, and no Person investing “Plan Assets”of any plan may acquire or hold this Subordinated Note or any interest herein, unless such purchaser or holder is eligible forthe exemptive relief available under U.S. Department of Labor prohibited transaction class exemption 96-23, 95-60, 91-38, 90-1or 84-14 or another applicable exemption or its purchase and holding of this Subordinated Note, or any interest herein, are notprohibited by Section 406 of ERISA or Section 4975 of the Code with respect to such purchase and holding. Any purchaser or holderof this Subordinated Note or any interest herein will be deemed to have represented by its purchase and holding thereof that either:(i) it is not an employee benefit plan or other plan to which Title I of ERISA or Section 4975 of the Code is applicable, a trusteeor other Person acting on behalf of any such employee benefit plan or plans, or any other Person or entity using the “PlanAssets” of any such employee benefit plan or plans to finance such purchase or (ii) such purchase or holding will not resultin a prohibited transaction under section 406 of ERISA or Section 4975 of the Code for which full exemptive relief is not availableunder applicable statutory or administrative exemption.

Any fiduciary of any planwho is considering the acquisition of this Subordinated Note or any interest herein should consult with his or her legal counselprior to acquiring this Subordinated Note or any interest herein.

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No. 2030-[●]
	CUSIP (Accredited Investors):
	CUSIP (QIBs):

ENB FINANCIAL CORP

4.00% FIXED TO FLOATING RATE NOTE DUE DECEMBER 31, 2030

1. Subordinated Notes. This Subordinated Note is one of an issue of notes of ENB Financial Corp, a Pennsylvania corporation ( the “Company”), designated as the “4.00% Fixed to Floating Rate Note due December 31, 2030” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of the Original Issue Date (as defined herein), between the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “PurchaseAgreement”). The “Original Issue Date” of the Subordinated Notes is December 30, 2020.

2. Payment. The Company, for value received, promises to pay to __________________________________, or its registered assigns, the principal sum of [●] Dollars (U.S.) ($[●]), plus accrued but unpaid interest on December 31, 2030 (“StatedMaturity”) and to pay interest thereon (i) from and including the Original Issue Date of the Subordinated Notes to but excluding December 31, 2025 or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate of 4.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semiannually in arrears on June 30 and December 31 of each year (each, a “Fixed Interest PaymentDate”), beginning June 30, 2021 and (ii) from and including December 31, 2025, to but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate per annum (rounded to two decimal places when expressed as a percentage), reset quarterly, equal to the sum of (A) a base rate equal to the then current 90-Day Average SOFR, determined on the Interest Determination Date (as defined below) of the applicable interest period and (B) 374 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “FloatingInterest Payment Date”).

(a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

(b) “90-DayAverage SOFR” means the most recent 90-Day Average Secured Overnight Financing Rate for U.S. dollar denominated loans and derivatives as published by the Federal Reserve Bank of New York at the Federal Reserve Bank of New York’s Website (as defined below) after 3:00 p.m. Eastern Time on the publication date most recently prior to the first day of the applicable floating rate interest period (the “Interest Determination Date”).

_______________________

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(i) If the Company (or the calculation agent, if one has been appointed by the Company) reasonably determines in good faith on the relevant Interest Determination Date that the 90-Day Average SOFR has been discontinued or is no longer being published by the Federal Reserve Bank of New York, then the Company (or the calculation agent, if one has been appointed by the Company) will use a substitute or successor base rate that it has determined in its sole reasonable discretion is most comparable to 90-Day Average SOFR or if the 90-Day Average SOFR is no longer being published by the Federal Reserve Bank of New York will use 90-Day Average SOFR as published by an industry standard source, provided that if the Company (or the calculation agent, if one has been appointed by the Company) reasonably determines in good faith that there is an industry-accepted substitute or successor base rate, then the Company (or the calculation agent, if one has been appointed by the Company) shall use such substitute or successor base rate (such rate, the “Alternative Rate”);

(ii) If the Company (or the calculation agent, if one has been appointed by the Company) has determined to utilize a substitute or successor base rate in accordance with the foregoing, the Company (or the calculation agent, if one has been appointed by the Company) in its sole reasonable discretion may determine what business day convention to use, the definition of business day, the Interest Determination Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the 90-Day Average SOFR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate; and

(iii) The Company (or the calculation agent, if one has been appointed by the Company) shall provide each Noteholder (as defined herein) with notice of its determination of an Alternative Rate promptly after such determination. Notwithstanding anything herein to the contrary, if the Company has appointed a calculation agent for the Subordinated Notes, absent manifest error, the calculation agent’s determination of the Alternative Rate shall be binding and conclusive on the Noteholders and the Company. If the Company has determined the Alternative Rate, and if, within five (5) Business Days (as defined herein) after providing such notice, the Company is notified in writing by the Noteholders of at least a majority in principal amount of the outstanding Subordinated Notes that such Noteholders reasonably believe that the determination of such Alternative Rate is not consistent with this Section 2, then the Company shall appoint a calculation agent for the Subordinated Notes who shall determine the Alternative Rate and the calculation agent’s determination of the Alternative Rate shall be binding and conclusive on the Noteholders and the Company.

(iv) Notwithstanding the foregoing, in the event that 90-Day Average SOFR or Alternative Rate as determined in accordance with this Section 2 is less than zero, the 90-Day Average SOFR or Alternative Rate for such interest period shall be deemed to be zero.

(v) By issuing this Subordinated Note, the Company agrees, and the holder of this Subordinated Note, by its acceptance of this Subordinated Note, acknowledges that the use of 90-Day Average SOFR is subject to Terms of Use thereof and of related data as such Terms of Use may be adopted and modified by the Federal Reserve Bank of New York and posted at the Federal Reserve Bank of New York’s Website from time to time.

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(vi) “FederalReserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

(c) The Company shall have the right, but not the obligation, except as expressly provided above, to appoint, in its sole discretion, from time to time, an independent calculation agent for the Subordinated Notes. The independent calculation agent shall be a member firm of the Financial Industry Regulatory Authority, Inc. or a successor self-regulatory organization or a bank (as defined in parts (A) through (C) of Section 3(a)(6) of the Securities Exchange Act of 1934, as amended), in each case having total equity capital of not less than $50 million and authorized by law to perform all the duties provided for it by this Section 2. If the Company appoints a calculation agent, the Company shall promptly provide notice to the Noteholders of such appointment.

Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day. The term “BusinessDay” means any day that is not a Saturday or Sunday and that is not a day on which banks in the Commonwealth of Pennsylvania are generally authorized or required by law or executive order to be closed.

3.	Subordination.

(a) The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Company, whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “Senior Indebtedness”), which shall consist of principal of (and premium, if any) and interest, if any, on: (i) all indebtedness and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities, notes or other similar instruments, and including, but not limited to, all obligations to the Company’s general and secured creditors for money borrowed; (ii) any deferred obligations of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (vi) any obligation of the Company to its general creditors, as defined or interpreted by the Federal Reserve (as defined herein) for purposes of the capital adequacy regulations of the Federal Reserve applicable to the Company, as the same may be amended or modified from time to time; (vii) all obligations that are similar to those in clauses (i) through (vi) of other Persons (as defined herein) for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (viii) all obligations of the types referred to in clauses (i) through (vii) of other Persons secured by a lien on any property or asset of the Company; and (ix) in the case of (i) through (viii) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except“Senior Indebtedness” does not include (A) the Subordinated Notes,

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(B) any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, or (C) any indebtedness between the Company and any of its Subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of the Company or any other Person. The term “Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and Subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. The term “Person” as used in this Subordinated Note means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Government Agency as such term is defined in the Purchase Agreement) or any other entity or organization. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. The term “Subsidiary”, or in the plural “Subsidiaries”, means with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest (as such term is defined in the Purchase Agreement) is directly or indirectly owned by such Person.

(b) In the event of any liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered holders of the Subordinated Notes from time to time (each a “Noteholder” and, collectively, the “Noteholders”), together with the holders of any obligations of the Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior in right of payment to the Subordinated Notes, (ii) any indebtedness between the Company and any of its Subsidiaries or Affiliates or (iii) on account of any shares of the Company.

(c) If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, Section 17 hereof notwithstanding, no payments shall be made by the Company with respect to the Subordinated Notes. The provisions of this subsection shall not apply to any payment with respect to which Section 3(b) hereof would be applicable.

(d) Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes.

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4.	Redemption.

(a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part prior to the fifth anniversary of the Original Issue Date, except in the event of a: (i) Tier 2 Capital Event (as defined below); (ii) Tax Event (as defined below); or (iii) Investment Company Event (as defined below). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, subject to Section 4(f) below, the Company may redeem this Subordinated Note in whole or in part at any time, upon giving not less than ten (10) calendar days’ notice to the Noteholders, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date. “Tier 2 Capital Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is, or within one hundred twenty (120) days after the receipt of such opinion there will be, a material risk that this Subordinated Note does not qualify as “Tier 2” Capital (as defined by the Board of Governors of the Federal Reserve System (the “Federal Reserve”)) (or its then equivalent) as a result of a change in interpretation or application of law or regulation by any judicial, legislative or Regulatory Agency (as such term is defined in the Purchase Agreement) that becomes effective after the Original Issue Date. “Tax Event” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company on the Subordinated Notes is not, or within one hundred twenty (120) days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes. “Investment Company Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company is or, within one hundred twenty (120) days after the receipt of such opinion will be, required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

(b) Redemption on or after Fifth Anniversary. On or after the fifth anniversary of the Original Issue Date, subject to Section 4(f) below, this Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part at any time and from time to time upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000. In addition, subject to Section 4(f) below, the Company may redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. In the case of any redemption of this Subordinated Note pursuant to this paragraph, the Company will give the Noteholders notice of such redemption, which notice shall indicate the aggregate principal amount of Subordinated Notes to be redeemed, not less than (i) in the cases described in the immediately preceding sentence, ten (10) calendar days, and (ii) in all other cases, no less than thirty (30) but no more than sixty (60) calendar days, prior to the redemption date.

(c) Partial Redemption. If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new Subordinated Note shall be issued representing the unredeemed portion without charge to the Noteholder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Noteholders. For purposes of clarity, upon a partial

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redemption, a like percentage of the principal amount of every Subordinated Note held by every Noteholder shall be redeemed.

(d) No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of the Noteholders.

(e) Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that this Subordinated Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed for redemption, interest shall cease to accrue on the portion of this Subordinated Note called for redemption, this Subordinated Note shall no longer be deemed outstanding with respect to the portion called for redemption, and all rights with respect to the portion of this Subordinated Note called for redemption shall forthwith on such date fixed for redemption cease and terminate unless the Company shall default in the payment of the redemption price, except only the right of the holder hereof to receive the amount payable on such redemption, without interest.

(f) Regulatory Approvals. Any such redemption shall be subject to receipt of any and all required federal and state regulatory approvals, including, but not limited to, any required consent of the Federal Reserve.

(g) Purchase and Resale of the Subordinated Notes. Subject to any required federal and state regulatory approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes, with the understanding that Subordinated Notes held by the Company will not qualify as Tier 2 Capital.

5. Events of Default; Acceleration. Each of the following events shall constitute an “Event of Default”:

(a) the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of sixty (60) consecutive calendar days or a banking regulator shall have placed the Bank (as such term is defined in the Purchaser Agreement) into receivership;

(b) the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;

(c) the Company (i) becomes insolvent or is unable to pay its debts as they mature, (ii) makes an assignment for the benefit of creditors, (iii) admits in writing its inability to pay its debts as they mature, or (iv) ceases to be a bank holding company under the Bank Holding Company Act of 1956, as amended;

(d)	the failure of the Company to pay any installment of interest on any of the

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Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of fifteen (15) calendar days;

(e) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;

(f) the liquidation of the Company (for the avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of the Company or any of its Subsidiaries);

(g) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in this Subordinated Note, and the continuation of such failure for a period of thirty (30) calendar days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 19, to the Company by the holders of not less than fifteen percent (15.0%) in principal amount of the then outstanding Subordinated Notes; or

(h) the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $5,000,000, whether such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.

If an Event of Default described in Section 5(a), Section 5(b) or Section 5(f) occurs, then the principal amount of all of the outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all outstanding Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of any Noteholder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding any other provision in this Section 5, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a), Section 5(b) or Section 5(f), no Noteholder may accelerate the Stated Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. The Company, within thirty (30) calendar days after the receipt of written notice from any Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section 13 below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing.

6. Failure to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the Noteholder, pay to the Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and

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interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company.

Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 15 hereof, the Company shall not, except as required by any federal or state governmental agency: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s shares; (b) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s shares; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s shares or the exchange or conversion of one class or series of the Company’s shares for another class or series of the Company’s shares; (iv) the purchase of fractional interests in the Company’s shares pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged; or (v) purchases of any class of the Company’s shares related to the issuance of Common Shares or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award).

7.	Affirmative Covenants of the Company.

(a) Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide written notice to the Noteholder of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) Business Days following the Company becoming aware of the occurrence of such event:

(i) The total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 risk-based capital ratio or leverage ratio of the Company (but only to the extent the Company is required to measure and report such ratios on a consolidated basis under applicable law) or any of the Company’s banking Subsidiaries becomes less than ten percent (10.0%), eight percent (8.0%), six and one-half percent (6.50%) or five percent (5.0%), respectively;

(ii) The Company, or the Chief Executive Officer or Chief Financial Officer of the Company, becomes subject to any formal, written regulatory enforcement action (as defined by the applicable regulatory authority); or

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(iii) There is a change in ownership of greater than twenty-five percent (25%) of the outstanding securities of the Company entitled to vote for the election of directors.

(b) Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Noteholder that it will duly and punctually pay the principal of, and interest on, this Subordinated Note in accordance with the terms hereof.

(c) Maintenance of Office. The Company will maintain an office or agency in the borough of Ephrata, PA where Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes may be served; provided, however, the Company may, from time to time, designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency.

(d) Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company; (ii) the existence (corporate or other) of each Subsidiary of the Company; and (iii) the rights (charter and statutory), licenses and franchises of the Company and each of its Subsidiaries; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its Subsidiaries or any such right, license or franchise of the Company or any of its Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders.

(e) Maintenance of Properties. The Company will, and will cause each Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section will prevent the Company or any Subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole.

(f) Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 7(c), Section 7(d) or Section 7(e) above with respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a majority in principal amount of the outstanding Subordinated Notes, by act of such Noteholders, either will waive such compliance in such instance or generally will have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any such term, provision or condition will remain in full force and effect.

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(g) Company Statement as to Compliance. The Company will deliver to the Noteholders, within one hundred twenty (120) calendar days after the end of each fiscal year, an Officer’s Certificate covering the preceding calendar year, stating whether or not, to the knowledge of the executive officer of the Company executing such certificate, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company is in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

(h) Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to be “Tier 2” Capital (as defined by the Federal Reserve (or its then equivalent)), other than due to the limitation imposed on the capital treatment of subordinated debt during the five years immediately preceding the Stated Maturity of the Subordinated Notes, the Company will immediately notify the Noteholders and thereafter, if the Company so requests, the Company and the Noteholders will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section 7(h) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) or Section 4(b).

(i) Compliance with Laws. The Company shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a Material Adverse Effect (as such term is defined in a Purchase Agreement) on the Company and its Subsidiaries taken as a whole.

(j) Taxes and Assessments. The Company shall punctually pay and discharge all material taxes, assessments, and other governmental charges or levies imposed upon it or upon its income or upon any of its properties as they become due; provided, that no such taxes, assessments or other governmental charges need be paid if they are being contested in good faith by the Company.

(k)	Financial Statements; Access to Records.

(i) Not later than forty-five (45) days following the end of each six month period for which the Company has not submitted a Consolidated Financial Statements for Holding Companies Reporting Form FR Y-9SP to the Federal Reserve, upon request, the Company shall provide the Noteholder with a copy of the Company’s unaudited consolidated balance sheet and statement of income (loss) for and as of the end of such immediately preceding fiscal quarter, prepared in accordance with past practice. Quarterly financial statements, if required herein, shall be unaudited and need not comply with GAAP.

(ii) Not later than one hundred twenty (120) days from the end of each fiscal year (or, if the Company’s auditors have not yet then issued the auditor’s report, promptly following the auditor’s issuance of such report), upon request, the Company shall provide the Noteholder with copies of the Company’s audited financial statements consisting of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss) and retained earnings, stockholders’ equity and cash flows for the fiscal year then ended. Such financial statements shall be prepared in accordance with GAAP applied on a

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consistent basis throughout the period involved.

(iii) In addition to the foregoing Sections 7(k)(i) and (ii), the Company shall, upon a Noteholder’s reasonable request, furnish such Noteholder with such financial, business and legal information of the Company and the Bank as may be reasonably necessary to allow the Noteholder to confirm compliance by the Company with this Subordinated Note; provided, however, in no event shall the Company or the Bank be obligated hereunder to furnish or share (A) confidential bank supervisory communications, customer financial records or other “exempt records” as defined by 12 C.F.R. Part 309, reports of examination, or any other confidential, supervisory information, (B) any information that could cause the Company or the Bank to waive attorney/client privilege, or (C) any information the disclosure of which would be prohibited by applicable law, rule, or regulation. Prior to any additional disclosure under this Section 7(k)(iii), the Company may require Noteholder to enter into a customary non-disclosure agreement.

8. Negative Covenants of the Company. So long as this Subordinated Note is issued and outstanding:

(a) Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution on shares or other equity securities of any kind of the Company if the Company is not “well capitalized” for all regulatory purposes immediately prior to the declaration, and after giving effect to the payment, of such dividend or distribution, except for dividends payable solely in Common Shares (as such term is defined in the Purchase Agreement) of the Company.

(b) Merger or Sale of Assets. The Company shall not merge into another entity or convey, transfer or lease substantially all of its properties and assets to any Person, unless:

(i) the continuing entity into which the Company is merged or the Person which acquires by conveyance or transfer or which leases substantially all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or observed; provided,however, that no further express assumption is needed by any successor by merger to the Company to the extent such legal successor assumes the Company’s obligations hereunder by operation of law; and

(ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.

(c) Continuance of Business. Other than in connection with a transaction which complies with Section 8(b), the Company shall not take any action, omit to take any action or enter into any other transaction that would have the effect of: (i) the Company ceasing to be a bank holding company under the Bank Holding Company Act of 1956, as amended (provided, however, for the avoidance of doubt, nothing herein is intended to prohibit the Company from electing to be a financial holding company or, following such an election, exiting financial holding company status), (ii) the liquidation or dissolution of the Company or the Bank, (iii) the Bank ceasing to be an “insured depository institution” under Section 3(c)(2) of the Federal Deposit Insurance Act, as amended, or (iv) the Company owning less than one hundred percent (100%) of the outstanding shares of the Bank.

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(d) No Restrictions on Distributions from the Bank. The Company will not permit the Bank to enter into any agreement (other than an agreement mandated by a Regulatory Agency) which restricts the ability of the Bank to declare and pay any dividend or to make any other distribution on its shares or to make advances to the Parent.

9. Denominations. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

10. Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange.

11. Payment Procedures. Payment of the principal and interest payable on the Stated Maturity will be made by check, or by wire or Automated Clearing House (ACH) transfer in immediately available funds to a bank account in the United States designated by the Noteholder of this Subordinated Note if such Noteholder shall have previously provided wire or ACH instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined in Section 19 below) or at such other place or places as the Company shall designate by notice to the Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Stated Maturity) shall be made by wire or ACH transfer in immediately available funds or check mailed to the registered Noteholder of this Subordinated Note, as such Person’s address appears on the Security Register (as defined in Section 13 below). Interest payable on any Interest Payment Date shall be payable to the Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day (such date being referred to herein as the “Regular Record Date”), except that interest not paid on the Interest Payment Date, if any, will be paid to the Noteholder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder of this Subordinated Note not less than ten (10) calendar days prior to such Special Record Date. (The Regular Record Date and Special Record Date are referred to herein collectively as the “Record Dates”). To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against interest due hereunder; and then against principal due hereunder. The Noteholder of this Subordinated Note acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated Note and all interest hereon shall be pari passu in right of

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payment and in all other respects to the other Subordinated Notes. In the event that the Noteholder of this Subordinated Note receives payments in excess of the Noteholder’s pro rata share of the Company’s payments to the Noteholders of all of the Subordinated Notes, then the Noteholder of this Subordinated Note shall hold in trust all such excess payments for the benefit of the Noteholders of the other Subordinated Notes and shall pay such amounts held in trust to such other Noteholders upon demand by such Noteholders.

12. Form of Payment. Payments of principal and interest on this Subordinated Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

13. Registration of Transfer, Security Register. Except as otherwise provided herein or in the Purchase Agreement, and subject to limitations on transfer under applicable state and federal securities laws, this Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the holder of this Subordinated Note in person, or by such holder’s attorney duly authorized in writing, at the Payment Office. The Company shall maintain a register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “Security Register”). Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated herein, duly executed by the Noteholder, with such tax identification number or other information for each Person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth (15th) day immediately preceding the Stated Maturity or (ii) the due delivery of notice of redemption.

14. Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note is overdue, and the Company shall not be affected by any notice to the contrary.

15. Waiver and Consent.

(a) Any consent or waiver given by the Noteholder of this Subordinated Note shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of the holder of this Subordinated Note to exercise any

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right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution that shall be a holder of this Subordinated Note or that otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby.

(ix) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the holders of more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 5 (Events of Default; Acceleration), Section 6 (Failure to Make Payments), Section 7 (Affirmative Covenants of the Company), Section 8 (Negative Covenants of the Company), or Section 15 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; (vii) disproportionately affect the rights of any of the Noteholders of the then outstanding Subordinated Notes; (viii) permit the Company to declare or pay any cash dividends while an Event of Default is continuing or; modify the terms of subordination of the affected Subordinated Note in a manner adverse to the holder. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders of the Subordinated Notes to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided at law or in equity. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided at law or in equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, express or implied, by Noteholders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

16. Absolute and Unconditional Obligation of the Company. No provisions of this Subordinated Note shall alter or impair the obligation of the Company, which is absolute and

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unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin or currency, herein prescribed.

17. No Sinking Fund, Trust Indenture or Credit Rating; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not being issued pursuant to, or is the subject of, any trust indenture. This Subordinate Note is not subject to any rating by a nationally recognized statistical rating organization. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any Subsidiary.

18. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, agent, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the holder of this Subordinated Note and as part of the consideration for the issuance of this Subordinated Note.

19. Notices. All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at ENB Financial Corp, P.O. Box 457, 31 East Main Street, Ephrata, PA 17522, Attention: Chief Financial Officer, or to such other address as the Company may notify to the Noteholder (the “Payment Office”). All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at such Noteholder’s address as set forth in the Security Register. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice; provided, further, that failure of the Company to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Noteholder shall not affect the validity of the proceedings for any redemption under Section 4 or any matter required to be presented to the Noteholders for approval.

20. Successors and Assigns. This Subordinated Note shall be binding upon the Company and inure to the benefit of the Noteholder and its respective successors and permitted assigns. Subject to the terms and conditions of this Subordinated Note and compliance with applicable securities laws and regulations, the Noteholder may assign all, or any part of, or any interest in, the Noteholder’s rights and benefits hereunder.

21. Further Issues. The Company may, without the consent of the Noteholders of the Subordinated Notes, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the Original Issue Date) so that such further notes shall be consolidated and form a single series with the Subordinated Notes.

22. Governing Law; Interpretation. This Subordinated Note will be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles thereof. This Subordinated Note is intended to meet the criteria for qualification of the outstanding principal as Tier 2 Capital under the regulatory rules and guidelines of the Federal Reserve, and the terms hereof shall be interpreted in a manner to satisfy such intent, subject to the

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limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the maturity date of the Subordinated Notes. At any time and from time to time, if the capital adequacy requirements and guidelines of the Federal Reserve otherwise applicable to bank holding companies are not applicable to the Company by reason of the “Small Bank Holding the Company and Savings and Loan Holding Company Policy Statement” of the Federal Reserve, codified as Appendix C to 12 CFR Part 225, as amended from time to time, (the “SBHC Policy Statement”), then the provisions of this Subordinated Note that refer to capital adequacy or related concepts shall be applied, solely for purposes of this Subordinated Note as if the SBHC Policy Statement did not apply to the Company.

23. Submission to Jurisdiction. Each Noteholder hereby irrevocably submits to the exclusive jurisdiction of the Court of Common Pleas ofLancaster County, Pennsylvania and the U.S. District Court for the Eastern District of Pennsylvania over any action or proceedingarising out of or relating to this Subordinated Note and the transactions related thereto, regardless of whether a claim soundsin contract, tort, or otherwise and regardless of whether a claim is at law or in equity, and each Noteholder hereby irrevocablyagrees that all claims in respect of such action or proceeding may be heard and determined in such state or federal court. Each Noteholder on behalf of itself and its successors and assigns, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of ForumNon Conveniens or otherwise. Each Noteholder agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

[Signature Page Follows]

A-19

IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested.

ENB FINANCIAL CORP
By:
	Scott E. Lied, Chief Financial Officer

ATTEST:
Name:
Title:

[Signature Page to SubordinatedNote]

ASSIGNMENT FORM

[Capitalized terms used herein but not defined have the meanings assigned in the Subordinated Note]

To assign this Subordinated Note of ENB Financial Corp (the “the Company”), fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. Number

and irrevocably appoint____________________ as agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.

Date:_________________________	Your signature:
		(Sign exactly as your name appears on the face of this Subordinated Note)
FOR EXECUTION BY AN ENTITY:
---
Entity name:
By:
Name:
Title:
Tax Identification No. or SSN#: _______________________________
Signature Guarantee:
---
(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

The undersigned certifies that he/she/it [is / is not] (circle one) an Affiliate of the Company and that, to such Person’s knowledge, the proposed transferee [is / is not] (circle one) an Affiliate of the Company.

In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:

CHECK ONE BOX BELOW:

☐	(1) acquired for the undersigned’s own account, without transfer;
☐	(2) transferred<br> to the Company,
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☐	(3) transferred<br> in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended<br> (the “Securities Act”);
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☐	(4) transferred<br> under an effective registration statement under the Securities Act;
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☐	(5) transferred<br> in accordance with and in compliance with Section 4(a)(7) of the Securities Act.
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☐	(6) transferred<br> to an institutional “accredited investor” (as defined in Rule 501(a)(l)(2), (3) or (7) under the Securities<br>Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the SecuritiesAct), that has furnished a signed<br>letter containing certain representations and agreements; or
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☐	(7) transferred<br> in accordance with another available exemption from the registration requirements of<br> the Securities Act.
---	---

Unless one of the boxes is checked, the Company will refuse to register this Subordinated Note in the name of any person other than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under the Securities Act.

Your signature:
	(Sign exactly as your name appears on the face of this Subordinated Note)
FOR EXECUTION BY AN ENTITY:
Entity name:
By:
Name:
Title:
Tax Identification No. or SSN#: _______________________________
Signature Guarantee:
---
(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations andcredit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date: ________________________	Signature:
	Print name:
	FOR EXECUTION BY AN ENTITY:
	Entity name:
	By:
	Name:
	Title:
	Tax Identification No. or SSN#: _____________________________________

EXHIBIT B

FORMOF OPINION OF COUNSEL

1. Each of the Company and the Bank (i) has been incorporated and is validly existing under the laws of its state of incorporation, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Company’s Reports and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.

2. The Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. The Bank is duly formed as a commercial bank under Pennsylvania law.

3. The Company has all necessary power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents.

4. The Agreement has been duly and validly authorized, executed and delivered by the Company. The Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

5. The Subordinated Notes have been duly and validly authorized by the Company and when issued and delivered to and paid for by Purchasers in accordance with the terms of this Agreement, will have been duly executed, issued and delivered and will constitute legal, valid and binding obligations of the Company, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

6. Assuming the accuracy of the representations and warranties of each of Purchasers set forth in the Agreement, the Subordinated Notes to be issued and sold by the Company to Purchasers pursuant to the Agreement will be issued in a transaction exempt from the registration requirements of the Securities Act.

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Scott E. Lied
	Phone:	717-733-4181

ENBFinancial Corp Issues $20 Million in Subordinated Notes

(December 30, 2020) -- Ephrata, PA - ENB Financial Corp (the “Company” or “ENB”) (OTCQX: ENBP), the bank holding company for Ephrata National Bank (the “Bank”), today announced the completion of its private placement of $20 million of its 4.00% Fixed to Floating Rate Subordinated Notes (the “Notes”) to certain qualified institutional buyers and institutional accredited investors.

The Notes will have a maturity date of December 31, 2030 and initially bear interest, payable semi-annually, at a fixed annual rate of 4.00% per annum until December 31, 2025. Commencing on that date, the interest rate applicable to the outstanding principal amount due will be reset quarterly to an interest rate per annum equal to the then current three-month secured overnight financing rate (SOFR) plus 374 basis points, payable quarterly until maturity. The Company may redeem the Notes at par, in whole or in part, at its option, anytime beginning on or after December 30, 2025, payable on any interest payment date thereafter. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes and to support organic growth initiatives.

Performance Trust Capital Partners, LLC served as sole placement agent for the offering. Bybel Rutledge, LLP served as legal counsel to the Company and Alston & Bird LLP served as legal counsel to Performance Trust Capital Partners, LLC.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About ENB FinancialCorp

ENB Financial Corp, headquartered in Ephrata, PA, is the bank holding company for its wholly-owned subsidiary Ephrata National Bank. Ephrata National Bank operates from twelve full-service locations in Lancaster County, southeastern Lebanon County, and southern Berks County, Pennsylvania, with the headquarters located at 31 E. Main Street, Ephrata, PA. Ephrata National Bank has been serving the community since 1881. For more information about ENB Financial Corp, visit the Corporation’s web site at www.enbfc.com.

Safe HarborForward-Looking Statements:

Certain of the matters discussed in this press release constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

·	National and local economic conditions
·	Effects of economic conditions particularly with regard to the negative<br>impact of severe, wide-ranging and continuing disruptions caused by the spread of coronavirus (COVID-19) and government and business<br>responses thereto, specifically the effect on loan customers to repay loans
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·	Health of the housing market
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·	Real estate valuations and its impact on the loan portfolio
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·	Interest rate and monetary policies of the Federal Reserve Board
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·	Volatility of the securities markets including the valuation of securities
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·	Future actions or inactions of the United States government, including<br>a failure to increase the government debt limit or a prolonged shutdown of the federal government
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·	Political changes and their impact on new laws and regulations
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·	Competitive forces
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·	Impact of mergers and acquisition activity in the local market and<br>the effects thereof
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·	Potential impact from continually evolving cybersecurity and other<br>technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses
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·	Changes in customer behavior impacting deposit levels and loan demand
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·	Changes in accounting principles, policies, or guidelines as may be<br>adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards<br>Board, and other accounting standards setters
---	---
·	Ineffective business strategy due to current or future market and<br>competitive conditions
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·	Management’s ability to manage credit risk, liquidity risk,<br>interest rate risk, and fair value risk
---	---
·	Operation, legal, and reputation risk
---	---
·	Results of the regulatory examination and supervision process
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·	The impact of new laws and regulations
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·	Possible changes to the capital and liquidity requirements and other<br>regulatory pronouncements, regulations and rules
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·	Large scale global disruptions such as pandemics, terrorism, trade<br>wars, and armed conflict.
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·	Local disruptions due to flooding, severe weather, or other natural<br>disasters
---	---
·	The risk that our analyses of these risks and forces could be incorrect<br>and/or that the strategies developed to address them could be unsuccessful
---	---

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this release. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

Exhibit 99.2

December 2020 Subordinated Notes Offering Presentation OTCQX: ENBP CONFIDENTIAL

Notice to Recipients This confidential presentation (this “Presentation”) has been prepared solely for general informational purposes by ENB Finan cia l Corp (the “Company,” the “holding company,” “we” or “our”), and is being furnished solely for use by prospective participants in considering participa tio n in the proposed private offering (the “Offering”) of the Company’s subordinated notes (the “Securities”). No representation or warranty as to the accuracy, complet ene ss, or fairness of such information is being made by the Company or any other person, and neither the Company nor any other person shall have any liability for a ny information contained herein, or for any omissions from this Presentation or any other written or oral communications transmitted to the recipient by the Comp any or any other person in the course of the recipient’s evaluation of the Offering. The Securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may n ot be offered or sold absent registration or an exemption from registration under applicable federal and state securities laws. The Securities are not a d epo sit or bank account, and are not, and will not be, insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other federal or state go ver nment agency. Investment in the Securities has not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), the FDIC, the Boa rd of Governors of the Federal Reserve System, the Pennsylvania Department of Banking and Securities, Office of the Comptroller of the Currency or any other federal or state regulatory authority, nor has any authority passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prese nta tion. Any representation to the contrary is a criminal offense. The Company has authorized Performance Trust Capital Partners, LLC, to act as its sole placement agent in the Offering. The information contained herein is intended only as an outline that has been prepared to assist interested parties in making th eir own evaluations of the Company. It does not purport to be all - inclusive or to contain all of the information that a prospective participant may desire. Each rec ipient of the information and data contained herein should perform its own independent investigation and analysis of the Offering and the value of the Company. The information and data contained herein are not a substitute for a recipient’s independent evaluation and analysis. In making an investment decision, prospective participants must rely on their own examination of the Company, including the m eri ts and risks involved. Prospective participants are urged to consult with their own legal, tax, investment, regulatory and accounting advisers with respect to t he consequences of an investment in the Company. In the event that any portion of this Presentation is inconsistent with or contrary to any of the terms of the form of a note purchase agreement (the “Purchase Agreement”), the Purchase Agreement shall control. Except as otherwise indicated, this presentation speaks as of the date hereof. The delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the C omp any after the date hereof. You will be given the opportunity to ask questions of and receive answers from Company representatives concerning the Company ’s business and the terms and conditions of the Offering, and the Company may provide you with additional relevant information that you may reasonably requ est to the extent the Company possesses such information or can obtain it without unreasonable effort or expense. Except for information provided in respon se to such requests, the Company has not authorized any other person to give you information that is not found in this Presentation. If such unauthorized info rma tion is obtained or provided, the Company cannot and does not assume responsibility for its accuracy, credibility, or validity. The Company is not providing you with any legal, business, investment, tax or other advice regarding an investment in the Sec uri ties. You should consult with your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted t o p urchase the Securities. 2

Offering Disclaimer This Presentation has been prepared by the Company solely for informational purposes based on information regarding our opera tio ns, as well as information from public sources. This Presentation is for information purposes only and is being furnished on a confidential basis to a limited number of persons who qualify as an acc red ited investor as defined in Rule 501(a)(1) - (3) and (7) of Regulation D adopted under the Securities Act of 1933, as amended or a qualified institutional buyer as such term is defined in SEC Rule 1 44A . This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, the Securities by a person in any jurisdiction in which it is unlawful for such person to make such offer or so licitation. The information in this Presentation is confidential and may not be reproduced or redistributed, passed on or divulged, directly or indirectly, to any other person. The Company reserves the ri ght to request the return of this Presentation at any time. Any offering of Securities may be made only by a Purchase Agreement and the information contained herein will be superseded i n i ts entirety by the Purchase Agreement. This Presentation does not contain all of the information you should consider before investing in Securities and should not be construed as accounting, inv estment, legal, regulatory or tax advice. Each potential investor should review the Purchase Agreement, make such investigation as it deems necessary to arrive at an independent evaluation of an inv est ment in the Securities and should consult its own legal counsel and financial, accounting, regulatory and tax advisors to determine the consequences of such an investment prior to making an inv est ment decision and should not rely on any information set forth in this Presentation. The Securities will be subject to significant limitations on their liquidity. Only potential investors who can be ar the risk of an unregistered illiquid investment should consider investment in the Securities described herein. This Presentation and oral statements made from time to time by the Company’s representatives may contain “forward - looking state ments" within the meaning of Section 27A of the Securities Act of 1933 that are subject to risks and uncertainties. You should not place undue reliance on those statements because they are su bje ct to numerous risks and uncertainties relating to the Company’s operations and business environment, all of which are difficult to predict and may be beyond our control. Forward - looking statem ents include information concerning the Company’s future results, interest rates and the interest rate environment, loan and deposit growth, loan performance, operations, employees and business strate gy. These statements often include words such as "may," "believe," "expect," "anticipate," "intend," “potential,” “opportunity,” “could,” “project,” “seek,” “should,” “will,” “would,” "plan," "es timate" or other similar expressions. Forward - looking statements are not a guarantee of future performance or results, are based on information available at the time the statements are made and involve known an d u nknown risks, uncertainties and other factors that could cause our actual results to differ materially from the information in the forward - looking statements and can change as a result of many po ssible events or factors, not all of which are known to us or in our control. These factors include but are not limited to: (i) prevailing local, regional, national, and international economic conditions an d the impact they may have on us and our customers and our assessment of that impact; (ii) changes in interest rates, loan demand and real estate values, any of which can materially affect originati on levels and gain on sale results in our business, as well as other aspects of our financial performance, including earnings on interest - bearing assets; (iii) the level of defaults, losses and prepayments on loa ns made by us, whether held in portfolio or sold in the whole loan secondary markets, which can materially affect charge - off levels and required credit loss reserve levels; (iv) changes in monetary and fis cal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; (v) changes in the banking and other financial services regulatory env ironment; (vi) competition with national, regional and community financial institutions; (vii) failures of or interruptions in the communications and information systems on which we rely to conduct business; (viii) expected or potential impacts of public health crises (such as governmental, social and economic effects of the novel coronavirus (COVID - 19) pandemic); (ix) levels of unemployment in the C ompany’s market area; (x) the impact of the COVID - 19 pandemic on our business, including the impact of actions taken by governmental and regulatory authorities in response to such pandemic, suc h as the CARES Act and the programs established thereunder, and our participation in such programs; (xi) volatility and disruption in national and international financial markets; (xii) the eff ect of changes in accounting policies and practices as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board, and other accounting standard setters; and (xiii) o ur success at managing the risks involved in the foregoing factors. All statements in this Presentation, including forward - looking statements, speak only as of the date they are made. Although the Company believes that these forward - looking statements are based on reasonable assumptions, beliefs and expectations, if a change occurs or our beliefs, assumptions and expectations were incorr ect , our business, financial condition, liquidity or results of operations may vary materially from those expressed in our forward - looking statements. New risks and uncertainties arise from time to time, an d we cannot predict these events or how they may affect the Company. The Company has no duty to, and does not intend to, update or revise the forward - looking statements after the date on which they are made. In light of these risks and uncertainties, you should keep in mind that any forward - looking statement made in this Presentation or elsewhere might not reflect our actual results and any such variation could be material. The Presentation may contain statistics and other data that, in some cases, have been obtained from or compiled from and made available by third party providers, including references to the Performance Trust PT Score developed by Performance Trust Capital Partners, LLC. However, the Company cannot guarantee the ac cur acy of such information and has not independently verified such information. The Company is not making any implied or express representation or warranty as to the accuracy or completeness o f t he information summarized herein or made available in connection with any further investigation of the Company. The Company expressly disclaims any liability which may be based on such informati on, errors therein or omissions therefrom. This Presentation contains certain pro forma and projected information, including projected pro forma information that reflec ts the Company's current expectations and assumptions. This pro forma information does not purport to present the results that the Company will actually realize and such variation could be material. 3

Table of Contents Executive Summary 5 I Management Team, Board of Directors & Ownership Information 14 II Assets Highlights 18 III Liabilities Highlights 28 IV Capital Highlights 32 V Income Statement Highlights 35 VI Appendix 42 VII 4

I. Executive Summary 5

Terms of the Offered Securities Issuer: ENB Financial Corp , holding company of Ephrata National Bank (the "Bank") Security: Subordinated Debt Principal Amount : $20 million Term: 10 - year, no - call 5 - year Coupon: Fixed [X]% for 5 years Floating at 90 day average SOFR + [X]% thereafter Optional Redemption: Redeemable at par in whole or in part any time after 5 years from date of issuance Credit Rating: N/A Regulatory Capital: Structured consistent with requirements for Tier 2 capital treatment at the holding company Use of Proceeds: General corporate purposes and support organic growth Expected Pricing Date: December 2020 Sole Placement Agent: Performance Trust Capital Partners, LLC 6

Company Overview Source: S&P Global Market Intelligence; Company provided financial information (unaudited) Note: 2020YTD financials as of September 30, 2020 Branch Map Corporate Overview Ephrata National Bank Regulatory Financials Ephrata National Bank (14) (dollars shown in thousands) 2017 2018 2019 2020YTD Total Assets 1,033,282$ 1,097,256$ 1,171,070$ 1,316,278$ Total Loans 600,445$ 695,502$ 755,960$ 848,185$ Total Deposits 867,642$ 920,570$ 974,950$ 1,127,174$ Total Equity 98,184$ 101,311$ 115,065$ 124,155$ Loans / Deposits 69.20% 75.55% 77.54% 75.25% NPAs / Assets 0.18% 0.32% 0.34% 0.48% TCE / TA 9.50% 9.23% 9.83% 9.43% NIM (FTE) 3.46% 3.47% 3.54% 3.27% ROAA 0.64% 0.94% 1.02% 0.98% ROAE 6.61% 10.15% 10.45% 10.25% • Ephrata National Bank was founded in 1881 • ENB Financial Corp was formed on July 1, 2008 • ENB Financial Corp headquartered in Ephrata, PA • Operates 14 locations located in the Lancaster, Berks and Lebanon counties of south - central Pennsylvania • ENB Financial Corp is a single bank holding company and 100% owner of Ephrata National Bank • ENB Financial Corp files as a C - Corporation • PPP lending of $77.7 million 7

Markets Overview Source: S&P Global Market Intelligence; Federal Reserve Economic Data (FRED); United States Census Bureau; Realtor.com (1) Results from a national survey on consumer sentiment conducted by the University of Michigan Market Statistics Market Highlights FDIC Deposit Data as of June 30, 2020 2021-2026 Deposit Percent of 2021 Projected 2021-2026 Deposits Market Total 2021 Population Population 2021 Projected HHI In Market Market Share Franchise Population Change Change Median HHI Change MSA Branches ($000) Rank (%) (%) (Actual) (%) (%) ($) (%) County Lancaster 12 1,037,159.00 4.00 7.35 93.56 549,185 5.7% 1.7% 72,498 12.8% Berks 1 40,417.00 15.00 0.22 3.65 422,875 2.8% 1.0% 69,121 10.0% Lebanon 1 30,958.00 10.00 1.18 2.79 143,139 7.2% 2.3% 66,546 9.9% State Pennsylvannia 12,804,019 0.8% 0.2% 65,958 8.4% Nationwide Metrics 330,946,040 7.2% 2.9% 67,761 9.0% Shading represents statistics equal to or better than the national average Lancaster 5.8% Each county’s September unemployment rate was less than the national average of 7.9% Berks 7.5% Lebanon 6.5% Unemployment Rate Geography - 15,000 30,000 45,000 60,000 2013 2014 2015 2016 2017 2018 Combined County GDP ($ millions) ~ 70 - mile proximity to Philadelphia Pennsylvania Median HHI 54,000 60,000 66,000 72,000 2013 2014 2015 2016 2017 2018 2019 • Lancaster County’s October consumer sentiment score rose to 92.6 , ~11 points higher than the nationwide average of 81.2 • As of November 2020, each county experienced year - over - year growth in median listing price of homes • Lancaster County - 11.8% • Berks County - 8.4% • Lebanon County - 3.3% • Currently, Kellogg is constructing a $40 million, 905,000 square - foot distribution center in Lancaster County • Major industries across each county include: • Financial & Professional Services • Live Events & Entertainment Technology • Pharmaceutical Packaging & Distribution • Food Processing & Agribusiness (1 ) 8

Investment Highlights Source: S&P Global Market Intelligence; Note: This slide includes certain Unaudited Financial Information (1) See page 10 for pro forma capital structure information (2) Performance Trust PT Score™. PT Score is described in further detail on page 12 Experienced Management Team & Board • Senior management team has decades of experience in community banking and financial institution accounting: Jeffrey Stauffer (CEO & Chairman, 38 years), Scott Lied (CFO, 22 years), and Eric Williams (Chief Lending Officer, 41 years ) • Unique large shareholder in the J. Harry Hibshman educational trust (scholarship fund established by the former Ephrata Natio nal Bank president) Consistent Profitability • Consistent performance with average ROAA of 84bps between 2015 and 2019; Positive net income reported every year since 2000 t hro ugh September 30, 2020 • Net non - interest expense of 1.47% in Q3 2020; net non - interest expense / avg. assets below 2.15% in each of the past five years • Steady NIM with Q3 2020 cost of funds of 0.29% • Over 13x debt service coverage Strong Bank Capital Ratios • Subordinated debt raise is intended to provide optionality and further strength in light of potential downside economic data, am ong other corporate and strategic purposes Diversified Loan Portfolio & Sound Asset Quality • The Bank’s loan portfolio is well - diversified among asset concentrations and is currently pro - actively monitored for signs of st ress • 5 non - accrual loans totaling just $1.29MM; OREO/Assets of 0.00% • NPAs/Assets of manageable 48bps and average quarterly net charge - offs since 2015 of 1 bps ; Reserves / loans of 1.41% as of September 30, 2020 due to the conservative posture from the management team Steady Growth in Consistent Markets • Growth currently supported by consistent and steady economic trends within the Bank’s footprint in the Lancaster, Berks, and Lebanon counties • Diversified geography combines benefits of steady rural markets and the favorable economic conditions of affluent areas Balanced Risk Profile • Moderately asset sensitive interest rate profile • PT Score™ of 120(1) (out of 500+) as of 09/30/20 BEFORE the capital raise suggests low structural risk and a low overall risk score within the PT Score™ risk - reward spectrum; Pro Forma PT Score™ of 64 at 09/30/21 assuming $18.0MM down - streamed to the Bank as equity 9

Pro Forma Capital Structure & Regulatory Capital Ratios $119,553 $12,262 $119,553 $20,000 $12,262 Common Equity Tier 1 Capital New Sub Debt ALLL Actual Sub Debt Pro Forma Bank Level Pro Forma Regulatory Capital 09/30/20 Adj. 09/30/20 Common Equity Before Adjustments 124,155$ 18,000$ 142,155$ Less: Goodwill & Intangible Assets Net of DTLs – – – Less: Other Intangible Assets Net of DTLs – – – Less: AOCI - Unrealized Gains/Def Ben Plans 5,755 – 5,755 Common Equity Tier 1 Capital 118,400 18,000 136,400 Additional Tier 1 Capital – – – Total Tier 1 Capital 118,400$ 18,000$ 136,400$ Tier 2 Capital Instruments -$ -$ -$ ALLL Includable in Tier 2 Capital 12,249 – 12,249 Total Tier 2 Capital 12,249 – 12,249 Total Capital 130,649$ 18,000$ 148,649$ Average Total Assets 1,304,531 18,000 1,322,531 Less: Deductions from CET1 and Additional T1 – – – Less: Other Deductions from Leverage Ratio – – – Total Assets for Leverage Ratio 1,304,531 18,000 1,322,531 Total Risk-Weighted Assets 979,580 3,600 983,180 Common Equity Tier 1 Ratio 12.09% 13.87% Leverage Ratio 9.08% 10.31% Tier 1 Risk-Based Ratio 12.09% 13.87% Total Risk-Based Capital Ratio 13.34% 15.12% Actual Sub Debt Pro Forma Consolidated Pro Forma Regulatory Capital 09/30/20 Adj. 09/30/20 Common Equity Before Adjustments 125,308$ -$ 125,308$ Less: Goodwill & Intangible Assets Net of DTLs – – – Less: Other Intangible Assets Net of DTLs – – – Less: AOCI - Unrealized Gains/Def Ben Plans 5,755 – 5,755 Common Equity Tier 1 Capital 119,553 - 119,553 Additional Tier 1 Capital – – – Total Tier 1 Capital 119,553$ -$ 119,553$ Tier 2 Capital Instruments -$ 20,000$ 20,000$ ALLL Includable in Tier 2 Capital 12,262 – 12,262 Total Tier 2 Capital 12,262 20,000 32,262 Total Capital 131,813$ 20,000$ 151,815$ Average Total Consolidated Assets 1,304,531 20,000 1,324,531 Less: Deductions from CET1 and Additional T1 – – – Less: Other Deductions from Leverage Ratio – – – Total Assets for Leverage Ratio 1,304,531 20,000 1,324,531 Total Risk-Weighted Assets 980,580 4,000 984,580 Common Equity Tier 1 Ratio 12.19% 12.14% Leverage Ratio 9.16% 9.03% Tier 1 Risk-Based Ratio 12.19% 12.14% Total Risk-Based Capital Ratio 13.44% 15.42% Note: For illustrative purposes, Bank capital ratios assume $18.0 million in proceeds raised is available to be down - streamed to the Bank. Management currently anticipates that at least $2.0 million will be held at the holding company as an interest reserve. (1) Pro Forma At September 30, 2020 Source: S&P Global Market Intelligence; Company provided financial information (unaudited) Note : Invested proceeds from $20.0 million capital raise assumed to have 20% risk - weighting (1) Pro forma Bank equity assumes $18.0 million of $20.0 million in proceeds is down - streamed to the Bank 10

($ in thousands) 2020YTD Interest Coverage 2019 Annualized PF Consolidated Pre-Tax Earnings Consolidated Pre-Tax Income, Ex Budgeted Sub-Debt (1) 13,521 13,745 Debt Expense - - A Pre-Tax Earnings Before BHC Debt Interest Expense 13,521 13,745 BHC Debt Interest Expense B Total Interest Expense - Sub Debt at 4.50% & Other Debt Expense 900 900 C Total Interest Expense - Sub Debt at 4.75% & Other Debt Expense 950 950 D Total Interest Expense - Sub Debt at 5.00% & Other Debt Expense 1,000 1,000 Pro Forma Interest Coverage - A / B 15.0x 15.3x Pro Forma Interest Coverage - A / C 14.2x 14.5x Pro Forma Interest Coverage - A / D 13.5x 13.7x Bank Net Income Coverage of BHC Interest Expense Bank Net Income (2) 11,493 12,160 BHC Operating Expenses 211 294 E Bank Net Income Less BHC Operating Expenses 11,282 11,866 Pro Forma Interest Coverage - E / B 12.5x 13.2x Pro Forma Interest Coverage - E / C 11.9x 12.5x Pro Forma Interest Coverage - E / D 11.3x 11.9x Pro Forma Debt / Equity and Double Leverage 09/30/20 A 09/30/20 PF Consolidated Equity $116,688 $125,308 Newly Issued Subordinated Debt - $20,000 Debt / Equity - 16.0% Bank Equity (3) $124,155 $142,155 Double Leverage Ratio 106.4% 113.4% Source: Company documents, S&P Global Market Intelligence; Company provided financial information (unaudited) Note: Pro forma financials based upon: $294k of holding company operating expenses assumed for 2020 and annualized consolidat ed pre - tax income for the 9 months ended September 30, 2020. (1) Consolidated pre - tax income excludes new subordinated debt interest exp. (2) 2020E bank - level net income is based on annualized 2020YTD results as of September 30, 2020. (3) Pro forma Bank equity assumes $18.0 million of $20.0 million in proceeds is down - streamed to the Bank due to $2.0 million intere st reserve. Debt Service Coverage Ratio 11

Relative Risk Analysis – PT Score TM Source: Performance Trust PT Score Note: PT Score Overview using September 30, 2020 financial data Note : PT Score™ is a proprietary risk assessment system created using numerous call report based ratios selected by Performance Trust . PT Score™ is based on bank level data and does not incorporate holding company leverage or any other consolidated financial metrics . PT Score™ is based on unadjusted call report data and does not incorporate adjustments for one - time or other unusual items . PT Score™ is a risk management model designed to identify, measure, and track significant risk trends in depository financial institutions . An institution’s PT Score™ corresponds to a CAMELS equivalent rating to help provide an accurate picture of such institution’s level of risk . An institution’s score ranges from 0 to 500 . The higher an institution’s PT Score™, the higher the implied level of risk . With respect to the information contained herein that has been obtained from public sources, while Performance Trust believes this information to be reliable, Performance Trust does not guarantee its accuracy, adequacy or completeness and is not responsible for any errors or omissions or for the results obtained from the use of such information . The content is the proprietary and confidential material of Performance Trust and so designated pursuant to a confidentiality agreement between the intended recipient and Performance Trust . It is intended solely for the use of the individual or entity to whom it is addressed . The information is derived from research by Performance Trust . It is not a legal opinion and should not be construed to provide legal advice . The content is subject to change at any time and without notice . 12

Relative Risk Analysis – PT Score TM Pro - forma Source: Performance Trust PT Score Note: PT Score using September 30, 2020 financial data This analysis assumes a $20.0 million sub debt issuance at the holding company with $18.0 million of proceeds down - streamed to the bank as common equity capital immediately. The timing and amount of the actual capital infusion to the bank may differ. All other simulation adjustments based on standard PT Score assumptions, including no additional leverage or growth, no improvement or deterioration in credit quality, and a static balance sheet as of September 30, 2020. 13

II. Management Team, Board of Directors & Ownership Information 14

Experienced Management Team Source: Company provided biographies Executive Years at ENB Years in Banking Biography Jeffrey Stauffer President, CEO and Chairman 38 38 Stauffer has had over 38 years of banking industry experience with Ephrata National Bank . Stauffer has held many roles at Ephrata National Bank to include Teller, Assistant Branch Manager, Commercial Loan Officer, AVP, Commercial Lending, VP, Commercial Lending, Senior Vice President and Senior Loan Officer . Stauffer graduated from the Central Atlantic Advanced School of Banking at Bucknell University and earned his Commercial Lending Diploma from The American Institute of Banking . Scott Lied EVP, Chief Financial Officer 22 30 Lied has had 22 year of experience with Ephrata National Bank . Lied has held executive roles for the last 16 years as Chief Financial Officer and his other roles have included VP Controller and SVP Controller . Lied holds a Bachelor of Science Degree in Accounting from Elizabethtown College . Lied has experience in accounting, audits, budgets, annual reporting and SEC reporting, corporate stock options and deferred compensation plans . Matthew Long EVP, Chief Operating Officer 5 23 Long has had 5 years of experience with Ephrata National Bank and 23 years in the banking industry . Long has held an executive role for the last year . Long has held critical roles at Ephrata National Bank to include Vice President of Cash Management and Director of Cash Management . Long holds a Bachelor of Science Degree in Financial Management from Grove City College and was an honors graduate from the Pennsylvania Banker’s Association Advanced School of Banking . Long has experience in Cash Management sales and operations implementation . Eric Williams EVP, Chief Lending Officer 4 41 Williams has had 41 years of extensive banking industry experience . Williams has held roles at Ephrata National Bank to include VP, Commercial Lending, Senior VP and Chief Lending Officer . Williams has held an executive role for the last year . Williams holds a Bachelor of Science Degree in Business Administration from Elizabethtown College and is a graduate of the ABA Stonier Graduate School of Banking . Williams has experience in commercial loans, commercial lending, asset recovery, retail loan and deposit products as well as investment and asset management services . 15

Ownership Information Source: ENB Proxy Statement dated April 3, 2020 with a Proxy Record Date of March 6, 2020 Holder Common Stock Equivalent Held (actual) Ownership (%) 5%+ Shareholders J. Harry Hibshman Scholarship Fund (c/o ENB Money Mgmt.) 1,785,600 31.82% Directors and Nominees Aaron L. Groff, Jr. 16,110 0.29% Joshua E. Hoffman 4,740 0.09% Willis R. Lefever 12,280 0.22% Jay S. Martin 2,000 0.04% Susan Y. Nicholas 13,778 0.25% Brian K. Reed 5,820 0.10% Jeffrey S. Stauffer 4,402 0.08% Mark C. Wagner 10,309 0.19% Judith A. Weaver 5,840 0.11% Paul W. Wenger 15,760 0.28% Named Executive Officers Jeffrey S. Stauffer (included in list of directors above) Scott E. Lied 13,397 0.24% All nominees for Director, Continuing Directors, and Executive Officers as a Group (16 Persons) 121,075 2.16% Ownership Disclosures 16

III. Assets Highlights 17

Balance Sheet Growth Source: S&P Global Market Intelligence Note: Financial data at bank - level Note: This slide includes certain Unaudited Financial Information Total Loans Total Assets ($ in millions) ($ in millions) $984 $1,033 $1,097 $1,171 $1,316 – $400 $800 $1,200 $1,600 2016Y 2017Y 2018Y 2019Y 2020Q3 $574 $600 $696 $756 $848 – $250 $500 $750 $1,000 2016Y 2017Y 2018Y 2019Y 2020Q3 $819 $868 $921 $975 $1,127 – $300 $600 $900 $1,200 2016Y 2017Y 2018Y 2019Y 2020Q3 $93 $98 $101 $115 $124 – $50 $100 $150 $200 2016Y 2017Y 2018Y 2019Y 2020Q3 Total Equity Total Deposits ($ in millions) ($ in millions) 18

Investment Portfolio Composition & Performance Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information ( 1) As of September 30, 2020 per Company filed 10 - Q report Portfolio Management Statistics Asset Class Breakdown • The management of the investment portfolio has focused on a combination of low - risk liquidity fixed income sectors combined with some higher earnings generating sectors that complement the bank’s overall balance sheet and interest rate risk profile • The investment portfolio consists largely of investment graded municipal bonds and agency residential MBS • Portfolio information (1) : • Tax - equivalent yield: 2.04% • Weighted average life: 4.70 Years RMBS 29.6% Govt & Agency Secs 2.3% State & Political Subdiv Secs 39.8% Other Securities 16.9% ABS 11.4% 19

$574 $600 $696 $756 $848 $- $200 $400 $600 $800 $1,000 2016Y 2017Y 2018Y 2019Y 2020Q3 Non Owner Occ. CRE , 4.2% C&I (excl. PPP) , 6.1% PPP , 7.7% Owner Occ. CRE , 10.3% 1 - 4 Family , 40.8% Constr & Land Dev , 2.6% Multifam , 1.6% Consumer , 0.6% Farm , 20.5% Ag. Prod. , 2.4% Other , 3.1% Loan Portfolio Diversification & Growth 09/30/20 Loan Composition – Regulatory Classification Loan Trends ($ in millions) 09/30/20 Regulatory Loan Composition (in $000s) Balance % of TRBC % of TRBC PF* 1-4 Family Residential $345,949 265% 233% Non-Owner Occupied CRE 35,856 27% 24% Owner Occupied CRE 87,252 67% 59% Commercial & Industrial 116,971 90% 79% Construction & Land Development 22,380 17% 15% Multifamily 13,444 10% 9% Consumer 5,200 4% 3% Farm Loans 174,150 133% 117% Ag Prod 20,494 16% 14% Other Loans 26,489 20% 18% Total Loans $848,185 Total CRE (Ex owner occupied) $71,680 55% 48% ─ As of 09/30/2020, the Bank had approved 1,010 PPP loans totaling $77.7 million Paycheck Protection Program (PPP) Update: Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information * PF = Assumes $20.0 million capital raise with $18.0 million of proceeds down - streamed to the Bank 20

Historical Loan Composition Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : 2020YTD for the 9 months ended September 30, 2020 Ephrata National Bank Loan Composition Since 2015 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 2020YTD Loan Composition Balance % of Total Balance % of Total Balance % of Total Balance % of Total Balance % of Total Balance % of Total Construction $14,966 2.9% $24,880 4.3% $18,670 3.1% $18,092 2.6% $16,209 2.1% $22,380 2.6% 1-4 Family 182,597 35.0% 216,873 37.8% 252,939 42.1% 296,113 42.6% 342,832 45.4% 345,949 40.8% Multifamily 9,244 1.8% 9,873 1.7% 11,950 2.0% 13,354 1.9% 15,735 2.1% 13,444 1.6% Comm RE (Non Farm/Res) 78,680 15.1% 76,886 13.4% 78,444 13.1% 88,485 12.7% 104,946 13.9% 123,108 14.5% C&I 35,505 6.8% 40,603 7.1% 40,026 6.7% 56,717 8.2% 55,965 7.4% 116,971 13.8% Farm RE 158,321 30.4% 163,754 28.5% 152,050 25.3% 165,926 23.9% 175,367 23.2% 174,150 20.5% Agricultural 18,305 3.5% 21,630 3.8% 18,794 3.1% 20,512 2.9% 20,804 2.8% 20,494 2.4% Consumer 3,913 0.8% 4,550 0.8% 5,328 0.9% 9,211 1.3% 5,427 0.7% 5,200 0.6% Leases 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% Other 19,878 3.8% 15,070 2.6% 22,244 3.7% 27,092 3.9% 18,675 2.5% 26,489 3.1% Total Gross Loans $521,409 100.0% $574,119 100.0% $600,445 100.0% $695,502 100.0% $755,960 100.0% $848,185 100.0% Yield on 1-4 Family Loans 4.65% 4.42% 4.46% 4.78% 4.81% 4.36% Yield on All Other RE Loans 4.08% 4.08% 4.15% 4.21% 4.66% 4.96% Yield on C&I Loans 3.76% 3.85% 4.21% 4.70% 4.92% 3.10% Yield on Loans and Leases 4.12% 4.07% 4.17% 4.38% 4.59% 4.24% Yield on Earning Assets 3.30% 3.22% 3.53% 3.71% 3.95% 3.55% 21

Loan Portfolio by NAIC Industry Code Source: Company provided documents; data as of September 30, 2020 Note: This slide includes certain Unaudited Financial Information % of Tier 1 Industry Code Capital + ALLL (11) Agriculture, Forestry, Fishing and Hunting 167.40% (22) Utilities 15.49% (23) Construction 61.51% (31-33)Manufacturing 29.20% (42) Wholesale Trade 11.80% (44-45)Retail Trade 33.29% (48-49)Transportation and Warehousing 37.79% (51) Information 0.92% (52) Financae and Insurance 3.22% (53) Real Estate Rental and Leasing 122.33% (54) Professional, Scientific, and Technical Services 7.89% (55) Management of Companies and Enterprises 0.05% (56) Admin, Support, Waste Mgmt & Remed Services 5.64% (61) Educational Services 2.60% (62) Health Care and Social Assistance 14.24% (71) Arts, Entertainment, and Recreation 5.34% (72) Accommodation and Food Services 9.93% (81) Other Services 23.77% (92) Public Administration 10.85% % of Tier 1 Largest Agricultural Subsector Concentrations Capital + ALLL Dairy Cattle and Milk Production 68.30% Broilers and Other Chicken 25.60% Crop Farming 23.50% Chicken Egg Production 14.20% Beef Farming 13.90% 22

Loan Modifications Due to COVID - 19 Source: Company provided documents Note: This slide includes certain Unaudited Financial Information Date Loan Application Approved Applications Current Balance Original Balance 9/30/2020 Consumer Loans 32 211,688$ 245,983$ Res. Real Estate Loans HFI 43 8,665,130 9,441,906 FHLB 11 2,426,957 2,485,164 FNMA 3 239,937 258,755 57 11,332,024 12,185,825 Commercial Loans 267 45,536,985 51,826,526 Total 356 57,080,697$ 64,258,334$ 6/30/2020 Consumer Loans 31 232,670$ 241,312$ Res. Real Estate Loans HFI 40 9,223,612 FHLB 11 2,474,559 FNMA 2 240,815 53 11,938,986 11,938,986 Commercial Loans 267 49,475,706 51,826,526 Total 351 61,647,362$ 64,006,824$ As of September 30, 2020 the Bank had $7.9 million of loans still on active deferment (Unaudited ). The remainder of deferred loans have returned to full P&I payments. 23

Historical Net Charge - Offs & Non - Performing Assets Source: S&P Global Market Intelligence Note: 2020YTD through September 30, 2020 Note: This slide includes certain Unaudited Financial Information Net Chargeoffs / Average Loans (%) 2015 2016 2017 2018 2019 2020 YTD Ephrata National Bank 0.04 -0.03 0.05 0.04 0.00 0.00 PA Banks Aggregate 0.23 0.26 0.19 0.15 0.13 0.17 Ephrata National Bank vs. PA Banks (0.19) (0.29) (0.14) (0.11) (0.13) (0.17) NPAs / Assets (%) 2015 2016 2017 2018 2019 2020 YTD Ephrata National Bank 0.04 0.07 0.18 0.32 0.34 0.48 PA Banks Aggregate 0.84 0.82 0.72 0.69 0.72 0.78 Ephrata National Bank vs. PA Banks (0.80) (0.75) (0.54) (0.37) (0.38) (0.30) 24

Non - performing Assets Details Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Non - Accrual Loans by Type Commentary Since 2016, the Bank has never produced year - end NPA excluding restructured loans/ total assets ratio greater than 0.21% Asset Quality Detail as of September 30, 2020 : • 5 non - accrual loans totaling just $1.29 million • Non - accrual loans to total loans of 0.15% • No individual non - accrual loan greater than $500k • No agricultural or farm loans on non - accrual status • Performing restructured loans (“TDRs”) of $5.1 million • 7 Loans 90+ days past due totaling $284k, only 1 loan greater than $100k • OREO to total assets of 0.00% • Texas ratio of 1.15% Owner Occ. CRE , 16% 1 - 4 Family , 45% C & I, 38% 25

Asset Quality & Reserve Coverage Ratios Source: S&P Global Market Intelligence Note: 2020YTD for the 9 months ended September 30, 2020 Note: This slide includes certain Unaudited Financial Information Loan Loss Reserves / NPLs NCOs / Avg. Loans Loan Loss Reserves / Total Loans NPAs / Assets 0.07% 0.18% 0.32% 0.34% 0.48% 0.00% 1.00% 2.00% 3.00% 4.00% 2016Y 2017Y 2018Y 2019Y 2020Q3 - 0.03% 0.05% 0.04% 0.00% 0.00% -0.50% 0.00% 0.50% 1.00% 1.50% 2016Y 2017Y 2018Y 2019Y 2020YTD 1.32% 1.37% 1.25% 1.25% 1.41% 0.00% 0.50% 1.00% 1.50% 2.00% 2016Y 2017Y 2018Y 2019Y 2020Q3 NM 455% 246% 237% 189% 0% 150% 300% 450% 600% 2016Y 2017Y 2018Y 2019Y 2020Q3 26

IV. Liabilities Highlights 27

Deposit Growth & Composition Source: S&P Global Market Intelligence; Deposit composition as of September 30, 2020 Note: This slide includes certain Unaudited Financial Information Deposit Trends Deposit Composition Transaction Accts , 13.9% Money Market , 52.5% Other Savings , 22.7% CDs > $100k , 3.4% CDs < $100k , 7.4% $819 $868 $921 $975 $1,127 – $300 $600 $900 $1,200 2016Y 2017Y 2018Y 2019Y 2020Q3 ($ in millions) 28

Regional Deposit Information Source: S&P Global Market Intelligence; Deposit composition as of June 30, 2020 Note: This slide includes certain Unaudited Financial Information 1 3 2 Lancaster, PA 2020 2020 2020 2020 Deposits Market Rank Institution (ST) Branches ($000s) Share (%) 1 Fulton Financial Corp. (PA) 23 4,021,550 28.52% 2 Truist Financial Corp. (NC) 26 2,206,044 15.64% 3 PNC Financial Services Group (PA) 18 1,773,626 12.58% 4 ENB Financial Corp (PA) 12 1,037,159 7.35% 5 Wells Fargo & Co. (CA) 12 1,021,812 7.25% 6 Northwest Bancshares, Inc. (PA) 15 595,425 4.22% 7 M&T Bank Corp. (NY) 9 559,445 3.97% 8 Bank of Bird-in-Hand (PA) 4 453,151 3.21% 9 S&T Bancorp Inc. (PA) 3 388,175 2.75% 10 F.N.B. Corp. (PA) 4 374,534 2.66% Total For Institutions in Market 174 14,102,995 Berks, PA 2020 2020 2020 2020 Deposits Market Rank Institution (ST) Branches ($000s) Share (%) 1 Customers Bancorp Inc (PA) 4 6,183,569 34.09% 2 Banco Santander 8 4,276,455 23.58% 3 Wells Fargo & Co. (CA) 12 1,890,052 10.42% 4 Truist Financial Corp. (NC) 15 1,405,565 7.75% 5 Tompkins Financial Corporation (NY) 14 1,107,185 6.10% 6 Fulton Financial Corp. (PA) 9 880,538 4.85% 7 M&T Bank Corp. (NY) 14 819,265 4.52% 8 Citizens Financial Group Inc. (RI) 8 441,660 2.43% 9 F.N.B. Corp. (PA) 4 407,350 2.25% 10 Fleetwood Bank Corp. (PA) 7 272,557 1.50% 15 ENB Financial Corp (PA) 1 40,417 0.22% Total For Institutions In Market 108 18,139,375 Lebanon, PA 2020 2020 2020 2020 Deposits Market Rank Institution (ST) Branches ($000s) Share (%) 1 Fulton Financial Corp. (PA) 8 931,437 35.62% 2 Jonestown Bank and Trust Co. (PA) 10 508,755 19.45% 3 Wells Fargo & Co. (CA) 5 385,745 14.75% 4 Northwest Bancshares, Inc. (PA) 3 199,743 7.64% 5 Citizens Financial Services (PA) 3 185,451 7.09% 6 F.N.B. Corp. (PA) 2 140,602 5.38% 7 M&T Bank Corp. (NY) 1 90,241 3.45% 8 Truist Financial Corp. (NC) 2 66,769 2.55% 9 Banco Santander 1 60,897 2.33% 10 ENB Financial Corp (PA) 1 30,958 1.18% Total For Institutions in Market 37 2,615,168 29

$37,645 $29,612 $20,900 $8,813 $25,654 – $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 Less than 6 months 6 to 12 months 12 to 24 months 24 to 36 months Greater than 36 months CD Repricing Opportunities Source: Company documents; Deposit composition as of September 30, 2020 Note: This slide includes certain Unaudited Financial Information CD Repricing Timeline Approximately 55% of CD’s will reprice in the next year Next Amount Avg. Rate Maturity Date ($000s) (%) Less than 6 months $37,645 0.94% 6 to 12 months $29,612 0.62% 12 to 24 months $20,900 0.93% 24 to 36 months $8,813 1.36% Greater than 36 months $25,654 1.85% Total $122,625 1.08% 30

V. Capital Highlights 31

Total Risk - based & Tier 1 Leverage Bank Capital Ratios Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : 2020YTD financials as of September 30, 2020 (1) “Expanded Community Bank Guide to the New Capital Rule for FDIC - Supervised Banks” 11.6% 11.2% 10.9% 10.1% 9.6% 9.6% 10.1% 10.4% 10.7% 10.6% 10.7% 10.1% 9.9% 9.8% 9.8% 9.1% 19.0% 17.4% 16.6% 16.1% 15.9% 17.3% 17.7% 18.1% 17.8% 17.2% 15.8% 15.0% 14.8% 14.1% 14.4% 13.3% 0.0% 6.0% 12.0% 18.0% 24.0% 30.0% 0.0% 3.0% 6.0% 9.0% 12.0% 15.0% 2005Y 2006Y 2007Y 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y 2016Y 2017Y 2018Y 2019Y 2020YTD Leverage Ratio Total RBC Ratio Well - Capitalized Tier 1 Lev. Ratio (1) (5%) Well - Capitalized Total RBC Ratio (1) (10%) 32

Historical Regulatory Bank Capital Ratios Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : 2020YTD financials as of September 30, 2020 (1) “Expanded Community Bank Guide to the New Capital Rule for FDIC - Supervised Banks” Tier 1 Risk Based Ratio CET1 Ratio Total Risk Based Ratio Tier 1 Leverage Ratio 9.90% 9.83% 9.81% 9.08% 0.00% 3.00% 6.00% 9.00% 12.00% 15.00% 2017Y 2018Y 2019Y 2020YTD 13.63% 13.03% 13.21% 12.09% 0.00% 4.00% 8.00% 12.00% 16.00% 20.00% 2017Y 2018Y 2019Y 2020YTD 13.63% 13.03% 13.21% 12.09% 0.00% 4.00% 8.00% 12.00% 16.00% 20.00% 2017Y 2018Y 2019Y 2020YTD 14.79% 14.13% 14.37% 13.34% 0.00% 4.00% 8.00% 12.00% 16.00% 20.00% 24.00% 2017Y 2018Y 2019Y 2020YTD Well - Capitalized Tier 1 Lev. Ratio (1) (5%) Well - Capitalized CET1 Ratio (1) (6.5%) Well - Capitalized Tier 1 Risk - Based Ratio (1) (8%) Well - Capitalized Total Risk - Based. Ratio (1) (10%) 33

VI. Income Statement Highlights 34

Historical Profitability 0.81% 0.82% 0.60% 0.60% 0.86% 0.96% 1.00% 0.97% 0.85% 0.81% 0.80% 0.64% 0.94% 1.02% 0.98% 7.43% 7.60% 5.88% 6.35% 8.83% 9.36% 9.10% 9.13% 8.12% 7.56% 7.80% 6.61% 10.15% 10.45% 10.25% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 0.00% 0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 2.00% 2006Y 2007Y 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2015Y 2016Y 2017Y 2018Y 2019Y 2020YTD ROAA ROATCE Source: S&P Global Market Intelligence; Company provided financial information (Unaudited) Note: 2020YTD values as of the 9 months ended September 30, 2020 (1) 2017Y earnings impacted by one - time deferred tax adjustment related to the year - end 2017 corporate tax rate change from 34% to 21%. The deferred tax adjustment resulted in a $1.131 million impact to earnings. Earnings would have been $7.475 million compared to actual reported earnings of $6.344 million as a result of the deferred tax asset adjustment. ROAA ROATCE Great Recession Dec. ‘07 – June ‘09 (1) 35

Core Net Revenue Detail Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information * 2020YTD values as of the 9 months ended September 30, 2020. Values are annualized where appropriate. $25,258 $30,168 $33,113 $36,598 $37,611 $27,029 $30,732 $32,292 $33,421 $35,164 $8,773 $9,647 $11,327 $10,806 $14,379 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 2016Y 2017Y 2018Y 2019Y 2020YTD Net Interest Income Noninterest Expense Non Interest Income * 36

4.11% 4.22% 4.41% 4.61% 4.26% 2.48% 3.18% 2.64% 2.66% 2.27% 0.40% 0.35% 0.38% 0.60% 0.38% 0.36% 0.32% 0.35% 0.50% 0.37% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 2016Y 2017Y 2018Y 2019Y 2020YTD* Loan Yield Securities Yield (FTE) Cost of Int. Bearing Dep. Cost of Funds Net Interest Income & Net Interest Margin Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : Tax - equivalent securities yield shown on page 20 is a more current yield for the third quarter of 2020 only. *2020YTD values as of the 9 months ended September 30, 2020. Values are annualized where appropriate . 09/30/20 YTD loan yield was 4.45% excluding the impact of PPP loans $25,258 $30,168 $33,113 $36,598 $37,611 3.13% 3.48% 3.47% 3.54% 3.27% 0.00% 1.50% 3.00% 4.50% 6.00% $- $10,000 $20,000 $30,000 $40,000 2016Y 2017Y 2018Y 2019Y 2020YTD* Net Interest Income NIM (FTE) ($ in thousands) Key Components of NII and NIM Net Interest Income (NII) and Net Interest Margin (NIM) 37

Profitability & Expense Controls 74.5% 72.7% 71.2% 69.3% 66.6% 2.87% 3.06% 3.06% 2.96% 2.82% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 2016Y 2017Y 2018Y 2019Y 2020YTD Noninterest Expense / Avg. Assets Efficiency Ratio Efficiency Ratio (FTE) Noninterest Expense / Avg. Assets ROATCE & ROAA Efficiency Ratio 7.8% 6.6% 10.2% 10.5% 10.3% 0.8% 0.6% 0.9% 1.0% 1.0% 0.0% 0.3% 0.5% 0.8% 1.0% 1.3% 0.0% 4.0% 8.0% 12.0% 16.0% 20.0% 2016Y 2017Y 2018Y 2019Y 2020YTD ROAA ROATCE ROATCE ROAA • Stable noninterest expense / average assets and improving efficiency ratio • Improving profitability Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : 2020YTD values as of the 9 months ended September 30, 2020 38

3.56% 3.57% 3.46% 3.41% 3.25% 3.17% 1.97% 1.83% 2.12% 2.16% 1.42% 1.47% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 2019Q2 2019Q3 2019Q4 2020Q1 2020Q2 2020Q3 Net Interest Margin (FTE) Net Noninterest Expense /AA Net Interest Margin vs. Net Non - interest Expense Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Net NIE / AA = (Noninterest Expense – Noninterest Income) / Avg. Assets 39

Asset - liability Management Profile Source: Company provided documents (Unaudited) Note: Sensitivity profiles as of September 30, 2020 Net Interest Income Sensitivity Profile Interest Rate Scenario -75 -50 -25 Base 100 200 300 Net Interest Income Change - Next 12 Months -2.66% -1.61% -0.33% 0.00% 1.91% 3.45% 5.08% Economic Value Sensitivity Profile Interest Rate Scenario -75 -50 -25 Base 100 200 300 MVE Change -30.3% -20.3% -10.1% 0.0% 20.1% 30.9% 34.8% 40

VII. Appendix 41

Regulatory Financial Highlights Source: S&P Global Market Intelligence Note: This slide includes certain Unaudited Financial Information Note : Financial data shown at Bank level 12/31/2016 For the Years Ended: For the Quarters Ended: 9/30/2020 12/31/2016 12/31/2017 12/31/2018 12/31/2019 9/30/2019 12/31/2019 3/31/2020 6/30/2020 9/30/2020 CAGR Balance Sheet Total Assets ($000) 983,934 1,033,282 1,097,256 1,171,070 1,145,395 1,171,070 1,177,411 1,298,808 1,316,278 8.1% Total Net Loans ($000) 574,119 600,445 695,502 755,960 739,682 755,960 766,539 838,265 848,185 11.0% Total Deposits ($000) 818,804 867,642 920,570 974,950 947,180 974,950 983,096 1,108,534 1,127,174 8.9% Tangible Equity ($000) 93,255 98,184 101,311 115,065 114,775 115,065 115,605 120,798 124,155 Loans / Deposits (%) 70.1 69.2 75.6 77.5 78.1 77.5 78.0 75.6 75.3 (Cash + Securities)/ Assets (%) 35.9 36.0 31.1 30.3 30.2 30.3 29.7 31.0 31.2 TCE / TA (%) 9.5 9.5 9.2 9.8 10.0 9.8 9.8 9.3 9.4 Tier 1 Leverage Ratio (%) 10.1 9.9 9.8 9.8 10.0 9.8 9.8 9.2 9.1 Total Risk-Based Capital Ratio (%) 15.0 14.8 14.1 14.4 14.6 14.4 14.2 13.3 13.3 Profitability Net Income ($000) 7,524 6,418 9,896 11,493 2,958 2,775 2,440 3,666 3,014 ROAA (%) 0.80 0.64 0.94 1.02 1.04 0.96 0.83 1.16 0.92 ROAE (%) 7.80 6.61 10.15 10.45 10.47 9.66 8.46 12.41 9.84 ROATCE (%) 7.80 6.61 10.15 10.45 10.47 9.66 8.46 12.41 9.84 Net Interest Margin (%) 2.87 3.21 3.37 3.46 3.49 3.40 3.36 3.24 3.10 Efficiency Ratio (%) 74.5 72.7 71.2 69.3 65.3 73.4 74.6 61.1 64.9 Noninterest Inc/ Operating Rev (%) 25.8 24.2 25.5 22.8 23.8 23.6 22.8 28.1 31.4 Noninterest Exp/ AA (%) 2.9 3.1 3.1 3.0 2.9 3.1 3.1 2.6 2.8 Asset Quality (%) NPLs / Loans (%) 0.1 0.3 0.5 0.5 0.5 0.5 0.5 0.3 0.8 NPAs / Assets (%) 0.1 0.2 0.3 0.3 0.3 0.3 0.3 0.2 0.5 Texas Ratio (%) 1.1 2.1 3.6 3.9 2.9 3.9 3.2 2.4 4.9 Reserves / Loans (%) 1.32 1.37 1.25 1.25 1.28 1.25 1.28 1.28 1.41 NCOs / Avg Loans (%) (0.03) 0.05 0.04 - 0.06 (0.02) - - 0.01 42

Historical Consolidated Balance Sheet Source: S&P Global Market Intelligence; Company provided documents Note: This slide includes certain Unaudited Financial Information Year-Ended December 31, At September 30, (dollars shown in thousands) 2016 2017 2018 2019 2020 Assets Cash & Bal. Due from Dep. Inst. 45,632$ 53,073$ 41,365$ 41,053$ 44,326$ Fed Funds Sold & Reverse Repos – – – – – Cash and Cash Equivalents 45,632 53,073 41,365 41,053 44,326 Securities 313,483 325,455 306,347 322,096 373,408 Investment in Non-Consolidated Subs. - - - - - Gross Loans (HFI & HFS) 574,119 600,445 695,502 755,960 848,185 Loan Loss Reserve 7,562 8,240 8,666 9,447 11,996 Net Loans (HFI & HFS) 566,557 592,205 686,836 746,513 836,189 OREO - - - - - Intangible Assets - - - - - Servicing Rights 410 661 905 892 1,041 Premises & Fixed Assets 22,568 25,687 25,551 25,033 24,696 Other Assets 35,603 36,541 36,838 36,163 37,341 Total Assets 984,253 1,033,622 1,097,842 1,171,750 1,317,001 Liabilities Deposits 817,491$ 866,477$ 919,734$ 974,088$ 1,126,821$ Trust Preferred - - - - - Borrowings 69,586 65,850 73,256 78,072 61,510 Other Liabilites 2,237 1,536 2,050 2,902 3,362 Total Liabilities 889,314 933,863 995,040 1,055,062 1,191,693 Stockholders' Equity Common Equity 94,939 99,759 102,802 116,688 125,308 Total Stockholders' Equity 94,939 99,759 102,802 116,688 125,308 Total Liabilities and Stockholders' Equity 984,253$ 1,033,622$ 1,097,842$ 1,171,750$ 1,317,001$ 43

Historical Consolidated Income Statement Source : S&P Global Market Intelligence; Company provided documents Note: This slide includes certain Unaudited Financial Information Note : 2020YTD financials for the 9 months ended September 30, 2020 YTD Ended Year-Ended December 31, September 30, (dollars shown in thousands) 2016 2017 2018 2019 2020 Total Interest Income 28,341$ 33,117$ 36,498$ 41,737$ 31,342$ Total Interest Expense 3,054 2,939 3,374 5,119 3,115 Net Interest Income 25,287 30,178 33,124 36,618 28,227 Provision for Loan Losses 325 940 660 770 2,575 Net Interest Income after Provision for Loan Losses 24,962 29,238 32,464 35,848 25,652 Total Noninterest Income 8,774 9,646 10,415 10,807 10,784 Realized Gains 2,370 675 (291) 499 425 Nonrecurring Revenue - - 913 - - Noninterest Expense 27,200 30,877 32,446 33,633 26,552 Pre-Tax Net Income 8,906$ 8,682$ 11,055$ 13,521$ 10,309$ Income Tax Expense 1,353 2,338 1,306 2,126 1,610 Net Income 7,553$ 6,344$ 9,749$ 11,395$ 8,699$ 44