SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 11, 2022, the record date for the annual meeting, certain information concerning the ownership of our shares of common stock by (i) each person who is known by us to beneficially own more than five percent of the issued and outstanding shares, (ii) each of our directors and nominees, (iii) each named executive officer identified below in the section captioned “Executive Compensation,” and (iv) all directors and executive officers as a group.

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EXECUTIVE OFFICERS AND COMPENSATION

Executive Officers

The names of our executive officers and certain information about them are set forth below. Biographical information for Edward J. Dietzler, President and Chief Executive Officer, is included in the “Election of Directors” section above. Additional information regarding the compensation of certain of our executive officers, referred to as our “named executive officers,” is included under “Executive Compensation” following the officer biographies below.

Daniel J. O’Donnell, Esq., Executive Vice President, General Counsel and Chief Operating Officer. Mr. O’Donnell has over 20 years of experience in the financial services industry. Before joining The Bank of Princeton in February 2014, Mr. O’Donnell managed the Compliance Department at Cenlar FSB from September 2012 to January 2014 in his role as Assistant General Counsel. Prior to that, Mr. O’Donnell served from July 2009 to August 2012 as Chief Legal and Compliance Officer at First Bank, a community bank located in Hamilton Township, NJ. Prior to that, Mr. O’Donnell served from January 2001 to June 2008 as the Chief Legal Officer and Secretary of Yardville National Bank, a community bank located in Hamilton Township, NJ, where he oversaw the Legal, Compliance and Risk Departments of that bank. Mr. O’Donnell is actively involved in a number of community and charitable organizations in Mercer County, NJ, and serves on the boards of the 200 Club of Mercer County, and the Friendly Sons & Daughters of St. Patrick of Mercer County. Mr. O’Donnell received a Bachelor’s of Business Administration in Accounting degree from the University of Notre Dame and a Juris Doctorate degree from St. John’s University School of Law. Mr. O’Donnell is 59 years of age.

Stephanie Adkins, Executive Vice President and Chief Lending Officer. Ms. Adkins joined The Bank of Princeton in February 2009 as Vice President, Commercial Lender with 30 years of banking experience. She was promoted to her current position as Executive Vice President and Chief Lending Officer in February 2018. She is formerly of Peapack-Gladstone Bank, where she was also a Vice President, Commercial Lender. Ms. Adkins is a graduate of Douglass College at Rutgers University, where she earned a BA in Economics. Ms. Adkins is 65 years of age.

George S. Rapp, Executive Vice President and Chief Financial Officer. Mr. Rapp was appointed as the Bank’s Executive Vice President and Chief Financial Officer in March 2017. From February 2013 to May 2016, Mr. Rapp served as Vice President and Chief Financial Officer of Shore Bancshares, Inc. in Easton, Maryland, a bank holding company and a reporting company under the Securities Exchange Act of 1934. From 2010 to 2012, Mr. Rapp served as the Chief Financial Officer and one of the four executive founders of World Currency USA in Marlton, New Jersey, a provider of foreign currency exchange services to financial institutions, where he was responsible for the financial operations, including raising capital to fund the start-up operation. From 2005 to 2010, he served as the Chief Financial Officer of Harleysville National Corporation, a regional banking corporation in Harleysville, Pennsylvania, where he managed all financial functions including controller, treasury

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and shareholder relations. Between 1980 and 2005, Mr. Rapp held a variety of roles with various financial institutions, including as Chief Financial Officer, Senior Vice President & Chief Accounting Officer, Chief Operations Officer and Controller. Mr. Rapp is 69 years of age.

Christopher Tonkovich, Executive Vice President and Chief Credit Officer. Mr. Tonkovich joined the Bank in 2012 as Senior Vice President and Credit and Workout Director. He became Executive Vice President and Chief Credit Officer on February 25, 2019. He has over 30 plus years’ experience in the banking industry which included managing teams of commercial lenders, workout staff, and leasing divisions and serving as liaison to internal and external audit groups. His prior experience includes Summit Bank, where he was formally credit trained and went on to lead a commercial lending group. He also spent 17 years at Santander Bank where he managed the workout, leasing and aviation groups. He received degrees in finance and economics from Mount Saint Mary’s University in 1986. He is a current member of Robert Morris Association and Turnaround Management Association. Mr. Tonkovich is 60 years of age.

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Employment and Other Agreements

Employment Agreements

The Bank maintains an employment agreement with Mr. Dietzler, Mr. O’Donnell and Ms. Adkins (each, an “Agreement”). Each Agreement provides the officer with an annual base salary, subject to discretionary increases by the Bank, and entitles him or her to participate in any officer benefit, incentive compensation plans and arrangements available to officers and executive officers of the Bank. The current base salaries for Messrs. Dietzler and O’Donnell and Ms. Adkins are $525,000, $460,000 and $265,000, respectively.

Under each Agreement, the officer’s employment may be terminated for specified events of Cause (as defined in the Agreement), in which case the parties’ obligations under the Agreement will cease. If the officer’s employment is terminated without Cause or if the officer terminates his or her employment for Good Reason (as defined in the Agreement) and there has not been a Change in Control, the Bank will pay the officer a cash severance payment. Under the terms of the Dietzler and O’Donnell employment agreements, the cash severance payment would be equal to the sum of two times: (i) the officer’s then base salary and (ii) the officer’s three year average of his highest annual bonus paid (cash or stock) during the term of the Agreement. Under terms of the employment agreement with Ms. Adkins, the cash severance payment would be equal to one times her base salary.

Under the Agreement, if within twenty-four months of a Change in Control the Bank or its successor terminates an officer’s employment for reasons other than Cause, or the officer terminates his or her employment for Good Reason, the Bank (or its successor) will pay Messrs. Dietzler and O’Donnell, a lump sum cash severance payment equal to the sum of three times: (i) the officer’s then base salary and (ii) the officer’s three year average of his highest annual bonus paid (cash or stock) during the term of the Agreement and Ms. Adkins will receive a Change in Control lump sum cash severance payment equal to two times her base salary. In addition to the cash payment, the Bank or its successor will provide the officer and his or her eligible dependents, at no cost to him, with continued health and medical benefits for eighteen months following termination of employment.

If during the term of the Agreement, the officer voluntarily terminates his or her employment without Good Reason, retires or dies, the obligations of the parties under the Agreement will cease, unless the officer dies or becomes disabled after providing notice of termination for Good Reason, in which case, the officer, or his or her estate, as the case may be, will be entitled to the amounts described above.

During his or her employment and for a period of six months after a termination of employment, each Agreement prohibits the officer from competing with the Bank, soliciting the Bank’s customers and borrowers, and soliciting or endeavor to entice away from the Bank certain types of Bank employees within any county in which the Bank has a branch or loan production office. The Dieztler and O’Donnell employment agreement provides for the reduction of any Change in Control payments to the officer to the extent necessary so that he will not receive “excess parachute payments” under Section 280G of the Internal Revenue Code, which would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, but only if, by reason of such reduction, the “net after-tax benefit” (as defined in the Agreement) to the officer will exceed the net after-tax benefit if such reduction were not made. Ms. Adkins’ employment agreement provides that the payments and benefits she will receive in the event of a Change in Control will be reduced to $1.00 less the value of three times her base amount as determined under Section 280G of the Internal Revenue Code (to the extent necessary to avoid excess parachute payments).

Supplemental Executive Retirement Plans

The Bank implemented a defined benefit supplemental executive retirement plan (the “SERP”) on July 30, 2021 for the benefit of Mr. Dietzler and Mr. O’Donnell. The Board believes that Mr. Dietzler and Mr. O’Donnell are critical to the successful execution of the Bank’s strategic plan, and therefore the Bank implemented the SERP to both incentivize and retain these executives.

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The SERP provides these executives with supplemental retirement income payable in the form of a life annuity. Upon separation of service upon the attainment of age 65, the minimum annual SERP benefit for Messrs. Dietzler and O’Donnell is $126,704 and $69,935, respectively. SERP benefits vest ratably over a four year period commencing in 2021. The executives will also fully vest in their SERP benefits in the event of a “Change in Control” (as defined in the SERP) of the Bank. In the event an executive experiences a separation from service for “Cause” (as defined in the SERP), the executive will forfeit his entire SERP benefit, regardless of vesting. In the event an executive has a separation from service prior to full vesting for reasons other than Cause or a Change in Control, the executive will receive a benefit equal to the vested portion of his account balance in the SERP, which is the amount accrued by the Bank under generally accepted accounting principles as of such date (the “Account Balance”.) Vested benefits are distributed upon: (i) the executive’s death; or (ii) the later of the executive’s attainment of age 65 (normal retirement age) or separation from service. In the event an executive dies while in active service with the Bank, his beneficiary will receive a lump sum payment equal to the his Account Balance in the SERP at the time of death. In the event an executive dies while in pay status but before receiving 180 monthly payments, his beneficiary will receive the remaining Account Balance. If an executive has already received 180 monthly payments at the time of his death, his beneficiary will not be entitled to a death benefit. The SERP also provides that in connection with a Change in Control, a rabbi trust will be formed and the annuity placed in the trust.

grant under the 2018 Equity Plan. In connection with the Bank’s implementation of a long-term incentive program, the named executive officers received RSU grants in 2020 and 2021. The RSUs vest ratably over a three year period. In addition, the Bank’s short-term incentive plan (Management Incentive Plan), provides the Compensation/HR committee with the discretion to pay annual bonuses in cash or stock. In 2020, the Chief Executive Officer received 50% of his annual bonus in the form of an RSU that cliff vests in 2022.

The 2018 Plan gives the Compensation/HR committee and the board of directors the authority to determine the vesting schedule and other conditions of any equity-based award granted under the 2018 Plan.

All outstanding options under the 2007 Plan, 2012 Plan and the 2018 Plan, and all outstanding restricted stock awards and RSUs under the 2018 Plan, will become fully vested and exercisable upon a change in control of the Bank.

See Note 15 – Stock-Based Compensation to our consolidated financial statements, which is included in the annual report accompanying this proxy statement, for additional information regarding our share-based awards, including the approach and assumptions used to value these awards.

Outstanding Stock Option and Other Equity Awards at Fiscal Year End

The following table provides certain information with respect to the named executive officers in the Summary Compensation Table set forth above concerning stock options and restricted stock awards which were outstanding on December 31, 2021. No other equity awards to executive officers were outstanding on December 31, 2021.

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Outstanding equity awards at December 31, 2021

Employee Stock Ownership Plan

Effective January 1, 2021, the Bank adopted an employee stock ownership plan (“ESOP”) in order to enhance the Bank’s employee retirement program. Under the ESOP, all employees of the Bank who have

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attained age 21 and completed 1,000 hours of service during a six-month period following their date of hire become a participant in the ESOP on the first day of the month following their satisfaction of the plan’s eligibility requirements. The ESOP provides that each plan year, the Bank, at its discretion, may contribute cash to the ESOP Trust for the purpose of purchasing Bank stock, or make a direct contribution of Bank stock to the ESOP Trust. The Bank stock is then allocated to the accounts of active participants based on each active participant’s plan compensation as a percentage of total plan compensation as of December 31 of each plan year. The Board of Directors of the Bank, in its sole discretion, determines the amount of any discretionary contributions that may be made and may elect to leverage our ESOP. For the 2021 Plan Year, the Board of Directors authorized a discretionary contribution to the ESOP equal to 3% of total participant plan compensation. The benefits allocated to participant ESOP accounts vest at a rate of 25% for each year of service in which a participant performs 1,000 hours of service; however, employees who became ESOP participants effective January 1, 2021 are automatically 25% vested in their ESOP account. ESOP account balances become fully vested upon death, attainment of normal retirement age, termination of the ESOP or a change in control. All participants are entitled to direct the ESOP Trustee how to vote the shares of Bank stock allocated to their ESOP accountants. In addition, all dividends (if any) paid on the Bank stock held in the ESOP Trust will be allocated to the participant ESOP Accounts as earnings. The named executive officers are eligible to participate in our ESOP under the same terms and conditions as all of our employees.

401(k) Plan

We maintain a 401(k) plan for our employees. Under the 401(k) plan, all employees are eligible to contribute the maximum allowed by the Internal Revenue Code. We may make discretionary matching contributions. During the years ended December 31, 2021 and 2020, matching contributions were made to certain of our named executive officers that elected to participate in our 401(k) plan. The named executive officers are eligible to participate in our 401(k) plan under the same terms and conditions as all of our employees.

As of December 31, 2021, each director has the following outstanding stock option and restricted stock awards:

Director compensation has been limited to retainer fees earned or paid in cash and/or common stock, and non-qualified stock option grants or restricted stock units (RSU), normally awarded once per year. Fees earned or paid in cash and option and RSU grants are discretionary and are authorized by our board of directors.

On April 24, 2018, the Bank’s stockholders approved the 2018 Director Fee Plan. Under this plan, the Bank’s non-employee directors are permitted to elect to receive up to 100% of their annual compensation in the form of Bank common stock. The actual number of shares of Bank common stock to be distributed to a participating director will be determined semi-annually in all cases by dividing the portion of the director’s annual compensation for the upcoming six-month period by the Fair Market Value of the Bank common stock as of December 1 or June 1, as applicable. The Fair Market Value, as defined by the Plan, means the closing price for a share of Bank common stock on the Nasdaq Stock Market on the most recent preceding day to December 1 or June 1, as applicable, on which there was a trade. A maximum of 150,000 shares of the Bank’s common stock may be issued under this plan. As of December 31, 2021, 22,919 shares of the Bank’s common stock have been issued under this plan.

of an extension of credit, or a delinquency as to payment of interest or principal, and were approved by the Bank’s board of directors. The highest aggregate amount of all loans and lines of credit extended to the Bank’s directors, named executive officers and their affiliates as a group at any one time since January 1, 2021 was less than 20.0% of the Bank’s total equity capital accounts at all times during such period.

CODE OF CONDUCT

The Bank has adopted a code of conduct that applies to all employees of the Bank, including the Bank’s principal executive officer, principal financial officer and controller. The Bank’s Code of Conduct is designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the FDIC and in other public communications made by the registrant; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) accountability for adherence to the code. The Bank’s Code of Conduct is available on our website at www.thebankofprinceton.com within the Investor Relations section.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and related regulations of the FDIC require the Bank’s officers and directors and persons who own more than ten percent of a registered class of the Bank’s equity securities (“ten-percent holders”) to file reports of ownership and changes in ownership with the FDIC. Officers, directors and ten-percent holders are required by regulation to furnish the Bank with copies of all Section 16(a) forms they file. To the Bank’s knowledge, based solely on review of the copies of such reports furnished to the Bank and representations that no other reports were required, each of the Bank’s officers, directors, and ten-percent holders complied with all Section 16(a) filing requirements applicable to him or her during the fiscal year ended December 31, 2021.

SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

The 2023 annual meeting of shareholders of the Bank, or if the Reorganization is completed, the Holding Company, will be held on or about April 27, 2023. We have made no decision as to whether we will permit shareholders to attend that meeting in person, virtually or by both means.

Any stockholder of record of the Bank or Holding Company who desires to submit a proposal to be considered for inclusion in the Bank’s or Holding Company’s proxy materials relating to its 2023 annual meeting of shareholders must submit such proposal so that we receive it on or before [•], 2022. To be considered for presentation at the 2023 annual meeting of shareholders, but not for inclusion in the proxy materials, proposals must be in writing and addressed to the Bank or the Holding Company at 183 Bayard Lane, Princeton, New Jersey 08540 (Attention: Secretary), and received not less than 90 days or more than 150 days prior to the date of the annual meeting. In either case, such proposals must meet all of the requirements set forth in our respective bylaws, and all requirements of applicable securities laws.

If the Bank changes the date of its 2023 Annual Meeting to a date more than 30 days from the anniversary of the date of its 2022 Annual Meeting, then the deadline for submission of shareholder proposals will be changed to a reasonable time before the Bank begins to print and mail its proxy materials. If the Bank changes the date of its 2023 Annual Meeting in a manner that alters the deadline, the Bank will so state under Part II, Item 5 of the first quarterly report on Form 10-Q it files with the FDIC after the date change, or will notify its shareholders by another reasonable method.

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In accordance with the By-laws of the Bank and the Holding Company, any stockholder entitled to vote for the election of directors may nominate candidates for election to the board provided that the stockholder has given proper notice of the nomination, as required by the By-laws, in writing, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the Bank or the Holding Company not less than 90 days prior to such annual meeting. Stockholder nominations for a director must include: (1) the name, age, business address and residence address, if known, of the nominee, (2) the principal occupation or employment of the nominee, (3) the number of shares of the Bank’s or Holding Company’s Common Stock which are beneficially owned by the nominee, and (4) any such other information relating to the nominee as may be required under applicable law or requested by the board. The written notice should also include the name and address of the stockholder making the nomination and the number of shares of the Bank’s or Holding Company’s Common Stock which are beneficially owned by the stockholder making the nomination. If the 2023 Annual Meeting of Stockholders is held on April 27, 2023, the stockholder must give notice to the Bank or Holding Company in the manner described above by no later than January 27, 2023.

We are not required to include nominations made by our shareholders in our proxy statement. However, if any such nomination is properly made, ballots bearing the name of such nominee or nominees will be provided for use by shareholders at the annual meeting.

Shareholders may also recommend qualified persons for consideration by the Board of Directors to be included in the proxy materials as a nominee of the Board of Directors. Shareholders making a recommendation must submit the same information as that required to be included by the Bank in its proxy statement with respect to nominees of the Board of Directors. Any shareholder of the Bank who desires to submit a recommendation for consideration by the Board of Directors for inclusion in the Bank’s proxy materials as a nominee of the Board for election at the 2023 annual meeting of shareholders should be submitted in writing, addressed to the Bank or the Holding Company at 183 Bayard Lane, Princeton, New Jersey 08540 (Attention: Secretary), on or before November 15, 2022.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Individuals may communicate with the Bank’s Board of Directors by mailing the communication to The Bank of Princeton, Shareholder Communications, 183 Bayard Lane, Princeton, New Jersey 08540, to the attention of the Secretary. All shareholder communications so received will be forwarded to all members of the Bank’s Board of Directors. Communications that are intended specifically for non-management directors should be sent to the same address, to the attention of the Chairman of the audit committee.

A copy of the Bank’s 2021 Annual Report accompanies this proxy statement/prospectus. On written request, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the FDIC (including a list briefly describing the exhibits thereto), to any record holder or beneficial owner of common stock on March 11, 2022, the record date for the annual meeting, or to any person who subsequently becomes such a record holder or beneficial owner. Additionally, our proxy statement and annual report to stockholders are available at www.investorvote.com/BPRN. Requests should be directed to the attention of Daniel O’Donnell, Executive Vice President, General Counsel and Chief Operating Officer, The Bank of Princeton, 183 Bayard Lane, Princeton, New Jersey 08540, (609) 454-0129, email: dodonnell@thebankofprinceton.com.

Our 2021 Annual Report, which includes our audited financial statements and the reports of Wolf & Company, P.C. and BDO USA, LLP, our independent registered public accounting firms for the years ended December 31, 2021 and 2020, respectively, is an alternate annual disclosure statement, as contemplated by FDIC Regulation Part 350 – Disclosure of Financial and Other Information by FDIC-Insured State Nonmember Banks. Additional copies are available upon request. Requests may be made in writing or by telephone using the contact information above. The first copy of the annual report will be provided free of charge. The annual report has not been reviewed, or confirmed for accuracy or relevance, by the Federal Deposit Insurance Corporation. No part of the Annual Report and none of the information on our website is, and none of it shall be deemed to be, a part of this proxy statement/prospectus.

incorporated by reference into this proxy statement/prospectus, information on those web sites is not part of this proxy statement/prospectus.

Neither the Holding Company nor the Bank has authorized anyone to give any information or make any representation about the Reorganization or the companies that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to you nor the issuance of Holding Company common stock in the Reorganization creates any implication to the contrary.

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Annex A

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (“Plan”), dated as of February 23, 2022, is by and among THE BANK OF PRINCETON, a New Jersey-chartered bank with offices located at 183 Bayard Lane, Princeton, New Jersey 08540 (the “Bank”), PRINCETON BANCORP, INC., a Pennsylvania corporation (the “Holding Company”), and INTERIM BANK OF PRINCETON, a to-be-formed bank with offices located at 183 Bayard Lane, Princeton, New Jersey 08540, which will be chartered under the laws of the State of New Jersey for the sole purpose of consummating the reorganization and merger provided for herein (“Interim Bank”).

BACKGROUND

1. The Bank is a New Jersey-chartered bank, the authorized capital stock of which consists of 15,000,000 shares of common stock, par value $5.00 per share (the “Bank Common Stock”), of which at February 8, 2022, 6,598,540 shares are issued and outstanding. The Holding Company is a recently formed Pennsylvania business corporation, the authorized capital stock of which consists of 15,000,000 shares of common stock, no par value per share (the “Holding Company Common Stock”), of which at the date hereof no shares are issued and outstanding. Interim Bank will be a New Jersey-chartered bank, the authorized and issued and outstanding capital stock of which will consist of the number of shares of common stock required by the New Jersey Department of Banking and Insurance (“NJDOBI”).

2. The Board of Directors of the Bank has determined that it is in the best interests of the Bank and its stockholders for the Bank to be reorganized into a holding company form of ownership in accordance with the terms of this Plan.

3. The reorganization provided for herein is to be accomplished through the following steps: (1) the formation of Interim Bank as an interim New Jersey-chartered bank, all of the outstanding stock of which will be held by the Holding Company; and (2) the merger of Interim Bank with and into the Bank (such transaction is referred to herein as the “Merger”), with the Bank being the resulting institution (the “Surviving Bank”). Pursuant to the Merger, all of the issued and outstanding shares of Bank Common Stock will be automatically exchanged for and converted into and become, by operation of law, on a one-for-one basis, an equal number of issued and outstanding shares of Holding Company Stock.

AGREEMENT

In consideration of the premises and of the mutual covenants and agreements herein contained, and in accordance with the applicable laws and regulations of the United States of America, the Bank, the Holding Company and Interim Bank, intending to be legally bound hereby, agree:

ARTICLE I

MERGER

Subject to the terms and conditions of this Plan and in accordance with the applicable laws and regulations of the State of New Jersey, on the Effective Date (as that term is defined in Article V hereof): Interim Bank shall merge with and into the Bank; the separate existence of Interim Bank shall cease; and the Bank shall be the resulting institution. The name of the Surviving Bank shall be “The Bank of Princeton” and its business shall be that of a commercial bank. As of the Effective Date, the Bank will have its home office at 183 Bayard Lane, Princeton, New Jersey 08540.

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ARTICLE II

CERTIFICATE OF INCORPORATION AND BYLAWS

On and after the Effective Date, the Certificate of Incorporation of the Bank as in effect immediately prior to the Effective Date shall be the Certificate of Incorporation of the Surviving Bank, and the Bylaws of the Bank as in effect immediately prior to the Effective Date shall be the Bylaws of the Surviving Bank, and each may thereafter be amended in accordance with applicable law.

3.2 Officers. On and after the Effective Date, the officers of the Surviving Bank shall consist of the following persons, provided he or she is an officer of the Bank duly elected and holding such office immediately prior to the Effective Date, and any junior officers duly appointed and holding his or her office immediately prior to the Effective Date:

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ARTICLE IV

EXCHANGE OF SHARES

4.1 Stock of the Bank. Each share of Bank Common Stock issued and outstanding immediately prior to the Effective Date shall, on the Effective Date, automatically be exchanged for and converted into and become, by operation of law, the right to receive one newly issued share of Holding Company Stock in accordance with the following:

(i) The Exchange. On and after the Effective Date, each stockholder holding an outstanding certificate or certificates which prior thereto represented shares of Bank Common Stock may surrender the same to the Bank, who will serve as exchange agent for all such stockholders, and such stockholders shall be entitled upon such surrender to receive, in exchange therefor, certificates representing the number of shares of Holding Company Stock that such stockholders have the right to receive pursuant to the immediately preceding paragraph, based on the number of shares of Bank Common Stock represented by the certificate or certificates so surrendered.

(ii) Satisfaction of All Rights. All shares of Holding Company Stock for which shares of Bank Common Stock have been exchanged pursuant to this Article IV shall be deemed to have been issued in full satisfaction of all rights pertaining to such exchanged shares.

(iii) Sole Rights, Etc. On and after the Effective Date, the holders of certificates formerly representing Bank Common Stock outstanding at the Effective Date shall cease to have any rights with respect to Bank Common Stock, and until their certificates are surrendered pursuant to paragraph (i) of this Section 4.1, their sole rights on and following the Effective Date with respect to such certificates shall be to receive certificates for the shares of Holding Company Stock which they have a right to receive as a result of the Merger and pursuant to this Section 4.1, or to perfect such alternative rights, if any, as they may have as dissenting stockholders.

(iv) Cancellation. On and after the Effective Date, except for the foregoing rights, the shares of Bank Common Stock outstanding immediately prior to the Effective Date shall cease to be outstanding, shall be cancelled and returned, and shall cease to exist.

(v) Dissenters’ Rights. Shareholders of the Bank shall be entitled to exercise the rights, with respect to this Plan of Merger, provided in Section 17:9A-140 of the New Jersey Department of Banking and Insurance Act of 1948, as amended (the “Banking Act”); provided however that if any stockholder exercises such rights, the parties hereto may terminate this Plan pursuant to Article IX hereof.

4.2 Holding Company Stock Outstanding Prior to the Merger. On the Effective Date, any shares of Holding Company Stock that were issued and outstanding immediately prior to the Effective Date shall be cancelled and shall not be deemed to be authorized, issued or outstanding for any purpose.

4.3 Interim Bank Common Stock. As of the Effective Date, the outstanding shares of common stock of Interim Bank owned by the Holding Company, as the sole stockholder of Interim Bank immediately prior to the Merger, shall automatically by operation of law be converted into and become such number of fully paid and non-assessable shares of the common stock of the Surviving Bank as shall be equal to the number of shares of Bank Common Stock issued and outstanding immediately prior to the Effective Date, and shall not further be exchanged for shares of Holding Company Stock so that, on and after the Effective Date, all of the issued and outstanding shares of Bank Common Stock shall be owned and held by the Holding Company.

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4.4 Equity Incentive Plans. On the Effective Date, the Holding Company shall assume all of the Bank’s obligations with respect to the (i) The Bank of Princeton Amended and Restated 2007 Stock Option Plan, (ii) The Bank of Princeton Amended and Restated 2012 Equity Incentive Plan, (iii) the MoreBank 2004 Incentive Equity Compensation Plan, and (iv) The Bank of Princeton Amended and Restated Equity 2018 Equity Incentive Plan (collectively, the “Equity Plans”) and the Equity Plans shall be continued and become the equity incentive plans of the Holding Company under the name of the Holding Company. On the Effective Date, the Holding Company shall assume each unexercised option under the Equity Plans and each such unexercised option shall become an option to purchase the same number of shares (adjusting thereafter where appropriate pursuant to the anti-dilution provisions of the applicable Equity Plan, if any) of Holding Company Stock in lieu of shares of Bank Common Stock on the same terms and conditions set forth in the applicable Equity Plan and in each relevant agreement evidencing such unexercised option (including but not limited to the same option exercise price).

4.5 Other Benefit Plans. As of the Effective Date, all employee benefit plans of the Bank shall be and will remain employee benefit plans of the Surviving Bank.

4.6 Dividend Reinvestment Plan. On the Effective Date, the Holding Company shall assume all of the Bank’s obligations with respect to the Bank’s Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) and the DRIP shall be continued and become the Dividend Reinvestment and Stock Purchase Plan of the Holding Company under the name of the Holding Company. On the Effective Date, the Holding Company shall amend and restate the DRIP to reflect the foregoing.

4.7 2018 Director Fee Plan. On the Effective Date, the Holding Company shall assume all of the Bank’s obligations with respect to the Bank’s 2018 Director Fee Plan (the “Director Plan”) and the Director Plan shall be continued and become the Director Plan of the Holding Company under the name of the Holding Company. On the Effective Date, the Holding Company shall amend and restate the Director Plan to reflect the foregoing.

4.8 Reservation or Issuance of Stock. As of the Effective Date, the Board of Directors of the Holding Company shall be deemed to have reserved, or authorized the issuance of, as the case may be, an amount of shares of Holding Company Stock, and such shares shall automatically be so reserved or so authorized, as the case may be, in respect of the agreements and plans within the foregoing Sections 4.4, 4.6 and 4.7, equal to the amount of shares of Bank Common Stock that the Bank had reserved or had authorized the issuance of, as the case may be, in respect of such agreements and plans immediately prior to the Effective Date.

ARTICLE V

EFFECTIVE DATE OF THE MERGER

The Merger shall be effective on the date (the “Effective Date”) the certified Plan is filed with the NJDOBI pursuant to N.J.S.A. 17:9A-137.B.

ARTICLE VI

6.2 Deposit Accounts. All deposit accounts of the Bank prior to consummation of the Merger shall, as of the Effective Date, continue to be deposit accounts in the Surviving Bank without any change whatsoever in any of the provisions of such deposit accounts, including, without limitation, their respective terms maturity, minimum required balances or withdrawal value.

ARTICLE VII

TRANSACTIONS PRIOR TO EFFECTIVE DATE

7.1 Corporate Approvals. The execution and delivery of this Plan has been duly authorized and approved by the Board of Directors of the Bank and by the Board of Directors of the Holding Company and, prior to the Effective Date, shall be duly authorized and approved by the Board of Directors of Interim Bank. Prior to the Effective Date, a certified copy of the resolutions evidencing such authorization and approval shall be given by each party hereto to the others and as of the Effective Date said authorizations and approvals shall have not been altered, amended or revoked. To the extent required by applicable laws or regulations, an annual or special meeting of the stockholders of the Bank will be held for, inter alia, the purpose of adopting and approving this Plan. In addition, the stockholders or incorporators of the Holding Company will execute a written consent adopting and approving this Plan, if required by the laws of the Commonwealth of Pennsylvania. The Holding Company, as the sole stockholder of Interim Bank, will execute such written consents or take such other actions on behalf of Interim Bank as may be required for the adoption and approval of this Plan.

7.2 Capitalization of Interim Bank. Prior to the Effective Date, Holding Company shall purchase the total number of shares of common stock of Interim Bank required by the NJDOBI, if any, at the price per share required by the NJDOBI, and shall cause Interim Bank to do all things necessary in order to obtain all necessary approvals from the NJDOBI so as to permit the Merger provided for in this Plan.

ARTICLE VIII

CONDITIONS PRECEDENT

8.1 Conditions to Performance by the Holding Company and Interim Bank. The obligations of the Holding Company and Interim Bank to effect the Merger hereunder shall be subject to the following conditions:

(a) Stockholder Approval. To the extent required by applicable law, rules or regulations, stockholders of the Bank entitled to cast at least two-thirds of the votes that all Bank stockholders are entitled to cast shall vote for the adoption of the Plan, at a meeting of the stockholders of the Bank duly called for the purpose of considering and acting upon this Plan;

(b) Registration of Shares of Holding Company Stock. The shares of the Holding Company Stock to be issued to Bank stockholders in connection with the Merger shall have been duly registered for issuance with the Securities and Exchange Commission (“SEC”) in accordance with the provisions of the Securities Act of 1933, as amended. Further, to the extent required, the Holding Company shall have complied with all applicable state securities or “Blue Sky” laws relating to the issuance of Holding Company Stock;

(c) Government Approval. Any and all approvals from the Federal Reserve Board, the NJDOBI, the Federal Deposit Insurance Corporation, and any other necessary or appropriate governmental agency required for the lawful consummation of the Merger and the issuance and delivery of the Holding Company Stock as contemplated by this Plan shall have been obtained; and

(d) Consents of Third Parties. The Bank shall have obtained all such written consents from third parties as may be required to permit it to perform this Plan in accordance with its terms, except for such consents with regard to agreements and arrangements which are not in the aggregate material to the Bank.

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8.2 Conditions to Performance by the Bank. The obligations of the Bank to effect the Merger hereunder shall be subject to the following conditions:

(a) Other Conditions. The conditions specified in paragraphs (a), (b) and (c) of Section 8.1 shall have been fulfilled;

(b) Approval of the Holding Company. The Holding Company, as the sole stockholder of Interim Bank, shall have duly approved of the adoption of this Plan;

(c) Federal Tax Ruling or Opinion. The Bank shall have received an opinion from its counsel or tax advisors, in form and substance satisfactory to the Bank and based on such representations and warranties as such counsel or tax advisors shall reasonably request, that for federal income tax purposes:

(1) The Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Internal Revenue Code of 1986 (“Code”), and no gain or loss will be recognized by the Bank’s stockholders on the receipt of Holding Company Stock in exchange for their Bank Common Stock surrendered in the Merger;

(2) No gain or loss will be recognized by the Holding Company with respect to the Merger;

(3) The aggregate tax basis of Holding Company Stock received by Bank stockholders in the transaction will be the same as the aggregate basis of the Bank Common Stock surrendered in exchange therefor; and

(4) The holding period of the Holding Company Stock received by Bank stockholders in the Merger will include the period during which they held their Bank Common Stock exchanged therefor, provided that the shares of Bank Common Stock are held as a capital asset on the Effective Date.

(d) Consents of Third Parties. The Holding Company and Interim Bank shall have obtained all such written approvals, permits or consents from third parties as may be required to permit them to perform this Plan in accordance with its terms, except for such consents with regard to agreements and arrangements which are not in the aggregate material to the Holding Company or Interim Bank.

(e) Approval of Holding Company Shareholders. If required by the laws of the Commonwealth of Pennsylvania in order to consummate the Merger, the stockholders or incorporators of the Holding Company shall approve this Plan and/or the transactions contemplated hereby in accordance with such laws.

ARTICLE IX

TERMINATION

9.1 Termination. This Plan may be terminated (i) at the election of the Holding Company and Interim Bank, if any one or more of the conditions to the obligations of either herein shall not have been fulfilled and shall have become incapable of fulfillment, or (ii) at the election of the Bank, if (a) any one or more of the conditions to its obligations herein shall not have been fulfilled and shall have become incapable of fulfillment, (b) if any stockholder of the Bank duly exercises their dissenters’ rights as described in Section 4.1(iv) of this Plan, or (c) in the sole judgment of such Board, the Merger would not be in the best interests of the Bank or its employees, depositors or stockholders for any reason whatsoever. This Plan may also be terminated at any time prior to the Effective Date by mutual consent of the respective parties hereto.

9.2 No Further Liability. In the event of the termination of this Plan pursuant to any of the provisions contained in Section 9.1, the Bank shall pay all costs and expenses incurred by the parties in connection with this Plan and the transactions contemplated hereby, and no party shall have any further liability or obligation of any nature to any other party.

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ARTICLE X

AMENDMENT

Subject to applicable law, this Plan may be amended, by action of the respective Boards of Directors of the parties hereto, at any time prior to consummation of the Merger, but only by an instrument in writing signed by duly authorized officers on behalf of all of the parties hereto.

ARTICLE XI

MISCELLANEOUS

11.1 Extensions; Waivers. Each party, by a written instrument signed by a duly authorized officer, may extend the time for the performance of any of the obligations or other acts of the other party hereto and may waive compliance with any of the covenants, or performance of any of the obligations, of the other party contained in this Plan.

11.2 Notices. Any notice or other communication required or permitted under this Plan shall be given, and shall be effective, if and when delivered personally or mailed addressed to the appropriate party in care of Daniel J. O’Donnell, EVP/General Counsel & Chief Operating Officer, The Bank of Princeton, 403 Wall Street, Princeton, NJ 08540.

11.3 Execution by Interim Bank. The Bank and the Holding Company acknowledge that as of the date hereof, Interim Bank is in organization and its certificate of incorporation has not been filed with the NJDOBI and therefore does not have the legal capacity to execute this Plan. The Holding Company agrees to cause Interim Bank to execute this Plan promptly following the filing of Interim’s certificate of incorporation with the NJDOBI. The Bank and the Holding Company agree to be bound by this Plan prior to and following such execution by Interim Bank.

11.4 Captions. The headings of the several Articles and Sections herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Plan.

11.5 Counterparts. For the convenience of the parties hereto, this Plan may be executed in several counterparts, each of which shall be deemed the original, but all of which together shall constitute one and the same instrument.

11.6 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of New Jersey.

IN WITNESS WHEREOF, the Bank, Holding Company and Interim Bank have caused this Agreement and Plan of Reorganization to be executed by their duly authorized officers on the date first written above.

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Annex B

ARTICLES OF INCORPORATION

OF

PRINCETON BANCORP, INC.

FIRST. The name of the corporation (the “Corporation”) is Princeton Bancorp, Inc.

SECOND. The location and post office address of the Corporation’s registered office in this Commonwealth is c/o Stevens & Lee, 111 North Sixth Street, Reading, Pennsylvania 19603.

THIRD. The purpose of the Corporation is and it shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under provisions of the Business Corporation Law of 1988, the Act approved December, 1988, P.L. 1444, as amended (the “Pennsylvania Business Corporation Law”).

FOURTH. The term of the Corporation’s existence is perpetual.

FIFTH. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 15,000,000 shares of common stock without par value (“Common Stock”).

SIXTH. Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation. No shareholder shall be entitled to cumulate any votes for the election of directors.

SEVENTH. Subsection 1. The management, control and government of the Corporation shall be vested in a board of directors consisting of not less than three (3) nor more than twenty-five (25) members in number, as fixed exclusively by the board of directors of the Corporation from time to time pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors. If, for any reason, a vacancy occurs on the board of directors of the Corporation, a majority of the remaining directors shall have the exclusive power to fill the vacancy by electing a director to hold office for the unexpired term in respect of which the vacancy occurred.

Subsection 2. The shareholders of the Corporation may remove from office the entire board of directors or any individual director only for cause (as hereinafter defined). Such removal shall be made by the vote of shareholders cast in favor of the resolution for the removal of such director for cause constituting at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors. If the board or any one or more directors is so removed for cause, new directors may be elected at the same meeting. “Cause” shall mean any one of the following: (i) there is a judicial declaration that the director is of unsound mind; (ii) the director is convicted of an offense punishable by imprisonment for a term of more than one year; (iii) the director breaches or fails to perform the statutory duties of that director’s office and the breach or failure constitutes self-dealing, willful misconduct or recklessness; or (iv) the Corporation is ordered by the Board of Governors of the Federal Reserve or its designee or the New Jersey Department of Banking and Insurance to remove the director. The shareholders shall not be permitted to remove the board, a class of the board or any one or more directors without Cause. The amendment or repeal of this subsection shall not apply to any incumbent director during the balance of the term for which the director was elected. The Board of Directors also may remove a director pursuant to the provisions set forth in the Bylaws.

EIGHTH. No holder of any class of capital stock of the Corporation shall have preemptive rights, and the Corporation shall have the right to issue and to sell to any person or persons any shares of its capital stock or any option, warrant or right to acquire capital stock, or any securities having conversion or option rights without first offering such shares, rights or securities to any holder of any class of capital stock of the Corporation.

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NINTH. No action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, and the power of the shareholders of the Corporation to consent in writing to action without a meeting is specifically denied. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast shall constitute a quorum of shareholders at any annual or special meeting of shareholders of the Corporation.

TENTH. A special meeting of the shareholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors.

ELEVENTH. The authority to make, amend, alter, change or repeal the By-Laws of the Corporation is hereby expressly and solely granted to and vested in the board of directors of the Corporation, subject always to the power of the shareholders to change such action by the affirmative vote of shareholders of the Corporation entitled to cast at least sixty-six and two-thirds percent (66-2/3%) of the votes which all shareholders are entitled to cast.

TWELFTH. A director of the Corporation shall not be personally liable to the Corporation or its shareholders or creditors for monetary damages for any action taken, or any failure to take any action, except to the extent such exemption from liability or limitation thereof is not permitted under the Pennsylvania Business Corporation Law as the same exists today or may hereafter be amended as provided in the last sentence of this Article TWELFTH. Any amendment, modification, repeal or adoption of any provision inconsistent with the foregoing sentence shall be prospective only, and neither the repeal or modification of this Article TWELFTH nor the adoption of any provision inconsistent with this Article TWELFTH shall adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification, repeal or adoption of such inconsistent provision. If the Pennsylvania Business Corporation Law is amended to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Pennsylvania Business Corporation Law, as so amended.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in its Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon shareholders and directors herein are hereby granted subject to this reservation; provided, however, that the provisions set forth in Articles SIXTH through THIRTEENTH, inclusive, of these Articles of Incorporation may not be repealed, altered or amended, in any respect whatsoever, unless such repeal, alteration or amendment is approved by either (a) the affirmative vote of shareholders of the Corporation entitled to cast at least sixty-six and two-thirds percent (66-2/3%) of the votes which all shareholders of the Corporation are then entitled to cast or (b) the affirmative vote of eighty percent (80%) of the members of the board of directors of the Corporation and the affirmative vote of shareholders of the Corporation entitled to cast at least a majority of the votes which all shareholders of the Corporation are then entitled to cast.

FOURTEENTH. The name and post office address of the incorporator is Edward C. Hogan, Stevens & Lee, 111 North Sixth Street, P.O. Box 679, Reading, PA 19603-0679

IN TESTIMONY WHEREOF, the Incorporator has signed these Articles of Incorporation this 22nd day of February, 2022.

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Annex C

BYLAWS OF

PRINCETOAN BANCORP, INC.

ARTICLE I

SHAREHOLDERS

Section 1.01 -Annual Meeting -

Section 1.02 -Special Meetings- Special meetings of the shareholders may be called only in accordance with the articles of incorporation of the corporation.

Section 1.03 -Place of Meeting- All meetings of the shareholders shall be held at such place, within or outside the Commonwealth of Pennsylvania, as may be designated by the board of directors in the notice of meeting. In the absence of such designation, shareholders’ meetings shall be held at the offices of the Bank at 403 Wall Street, Princeton, New Jersey. If a meeting of the shareholders is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors, make appropriate motions and comment on the business of the meeting, the meeting need not be held at a particular geographic location.

Section 1.04 -Notice of Meetings of Shareholders- Except as provided otherwise in these bylaws or required by law, written notice of every meeting of the shareholders shall be given by, or at the direction of, the Secretary or other authorized person, to each shareholder of record entitled to vote at the meeting at least ten (10) days prior to the day named for the meeting.

Section 1.05 -Contents- The notice of the meeting shall specify the place, day and hour of the meeting and, in the case of a special meeting, the general nature of the business to be transacted. If the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the bylaws, there shall be included in, enclosed with, or accompanied by, the notice a copy of the proposed amendment or a summary of the changes to be made by the amendment.

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Section 1.06 -Quorum- Any meeting of the shareholders duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on such matter. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 1.07 -Adjournments- If a meeting of the shareholders duly called cannot be organized because a quorum has not attended, the chairman of the meeting or a majority of shareholders present in person or by proxy and entitled to vote may adjourn the meeting to such time and place as they may determine.

At any meeting at which directors are to be elected and which has previously been adjourned for lack of a quorum, the shareholders present and entitled to vote, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing directors. In other cases, those shareholders entitled to vote who attend a meeting of the shareholders that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of quorum, although less than a quorum as fixed herein, shall nonetheless constitute a quorum for the purpose of acting upon any matter stated in the notice of the meeting, provided the notice of meeting states that shareholders who attend such adjourned meeting shall nonetheless constitute a quorum for the purpose of acting upon the matter.

When a meeting of the shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at the adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless the board of directors fixes a new record date for the adjourned meeting or unless notice of the business to be transacted was required by the Pennsylvania Business Corporation Law of 1988, as it may be amended, to be stated in the original notice of the meeting and such notice had not been previously provided.

Section 1.08 -Action by Shareholders- Whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon and, if any shareholders are entitled to vote thereon as a class, upon receiving the affirmative vote of the majority of the votes cast by the shareholders entitled to vote as a class on the matter, except when a different vote is required by law, or the articles of incorporation, or these bylaws.

Section 1.09 -Voting Rights of Shareholders- Unless otherwise provided in the articles of incorporation, every shareholder of the corporation shall be entitled to one vote for every share outstanding in the name of the shareholder on the books of the corporation.

Section 1.10 -Voting and Other Action by Proxy-

Where two or more proxies of a shareholder are present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted, or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

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Section 1.11 -Voting by Fiduciaries and Pledgees- Shares of the corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a pledgee or nominee.

Section 1.12 -Voting of Joint Holders of Shares-

Section 1.13 -Voting by Corporations- Any corporation that is a shareholder of this corporation may vote by any of its officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the board of directors of the other corporation or a provision of its articles or bylaws, a copy of which resolution or provision certified to be correct by one of its officers has been filed with the Secretary of this corporation, is appointed its general or special proxy in which case that person shall be entitled to vote the shares.

Section 1.14 -Determination of Record Date- The board of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than 90 days prior to

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the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the corporation after any record date fixed as provided in this section. The board of directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.

Section 1.15 -Voting List- The officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a duplicate thereof kept in Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of shareholders.

Section 1.16 -Judges of Election- In advance of any meeting of shareholders of the corporation, the board of directors may appoint judges of election, who need not be shareholders, to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. No person who is a candidate for office to be filled at the meeting shall act as a judge of election.

In the event any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judge or judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

On request of the presiding officer of the meeting, or of any shareholder, the judge or judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.

Section 1.17 -No Consent of Shareholders in Lieu of Meeting- No action required to be taken or which may be taken at any annual or special meeting of shareholders of the corporation may be taken without a meeting, and the power of the shareholders to consent in writing to action without a meeting is specifically denied.

Section 1.18 -Agenda for Shareholder Meetings—Matters to be placed on the agenda for consideration at annual meetings of shareholders may be proposed by the board of directors or by any shareholder entitled to vote for the election of directors. Matters to be placed on the agenda for consideration at special meetings of shareholders may be proposed only by the board of directors or by all but not less than all of the persons calling such meeting. Matters proposed for the annual meeting agenda by shareholders entitled to vote for the election of directors shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the

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Secretary of the corporation not less than ninety (90) days nor more than one hundred and fifty (150) days prior to any annual meeting of shareholders; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to shareholders, a shareholder’s written notice of a proposed matter shall be delivered or mailed, as prescribed, to the Secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to shareholders. Notice of matters which are proposed by the board of directors shall be given by the Chairman of the Board or any other appropriate officer. Each notice given by a shareholder shall set forth a brief description of the business desired to be brought before the annual meeting. The Chairman of the meeting of shareholders may determine and declare to the meeting that a matter proposed for the agenda was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the matter shall be disregarded.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01 -General- Unless otherwise provided by statute, all powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors of the corporation.

Section 2.02 -Number, Qualifications, Selection and Term of Office- The board of directors of the corporation shall consist of at least three (3) and not more than twenty-five (25) directors, the exact number to be set from time to time by resolution of the board of directors. Each director shall be a natural person of full age and at least a majority of the directors shall be persons who are: (i) not employees of the corporation or of any entity controlling, controlled by or under common control with the corporation, (ii) not beneficial owners of a controlling interest in the voting stock of the corporation or of any entity controlling, controlled by or under common control with the corporation, and (iii) otherwise independent within the meaning of any applicable statute or any listing requirement of a stock exchange or over the counter market on which any security of the corporation is admitted for trading. A director having the attributes set forth in (i), (ii) and (iii) shall hereinafter be deemed an Independent Director. Each director shall hold office until the expiration of the term for which he or she was selected and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. A decrease in the number of directors shall not have the effect of shortening the term of any incumbent director.

Section 2.03 -Nominations for Directors- Nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Nominations made by a shareholder entitled to vote for the election of directors shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the corporation not less than ninety (90) days prior to any meeting of the shareholders called for the election of directors; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to shareholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to shareholders. Notice of nominations which are proposed by the board of directors shall be given by the Chairman of the Board or any other appropriate officer. Each notice of nominations made by a shareholder shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of capital stock of the corporation which are beneficially owned by each such nominee. Upon receiving a notice of nomination made by a shareholder, the board of directors shall be entitled to request any other information relating to such nominee deemed relevant by the board. The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.04 -Election- Except as otherwise provided in these bylaws, directors of the corporation shall be elected by the shareholders. In elections for directors, voting need not be by ballot unless required by vote of the

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shareholders before the voting for election of directors begins. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 2.05 -Vacancies -

Section 2.06 -Removal and Resignation-

Section 2.07 -Regular Meetings- The board of directors of the corporation shall hold an annual meeting for the election of officers and the consideration of other proper business either as soon as practical after, and at the same place as, the annual meeting of shareholders of the corporation, or at such other day, hour and place as may be fixed by the board. The board of directors may designate by resolution the day, hour and place, within or outside the Commonwealth of Pennsylvania, of other regular meetings.

Section 2.08 -Special Meetings- Special meetings of the board of directors may be called by the Chairman of the Board, the Chief Executive Officer, or the President of the corporation or a majority of the directors then in office. The person or persons calling the special meeting may fix the day, hour and place, within or outside the Commonwealth of Pennsylvania, of the meeting.

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Section 2.09 -Notice of Meetings-

Section 2.10 -Quorum and Action by Directors- A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors, except where a different vote is required by law, the articles of incorporation or these bylaws. Every director shall be entitled to one vote.

Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the Secretary of the corporation.

Section 2.11 -Presumption of Assent- A director of the corporation who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless that director files his or her written dissent to the action with the Secretary of the meeting before its adjournment or submits the dissent in writing to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that the minutes of a meeting incorrectly omitted that director’s dissent if, promptly upon receipt of a copy of those minutes, the director notified the Secretary, in writing, of the asserted omission or inaccuracy.

Section 2.12 -Presiding Officer- All meetings of the board of directors of the corporation shall be called to order and presided over by the Chairman of the Board of Directors, or in the Chairman’s absence, by the Chief Executive Officer of the corporation or, in the absence of the Chairman and the Chief Executive Officer, by a Vice Chairman of the Board selected, or a chairman of the meeting elected, at such meeting by the board of directors. The Secretary of the corporation shall act as Secretary of the board of directors unless otherwise specified by the board of directors. In case the Secretary shall be absent from any meeting, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.13 -Committees- The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees. Each committee is to consist of at least two (2) directors of the corporation and not less than two-thirds of the members of each committee shall be persons who are not officers or employees of the corporation or of any entity controlling, controlled by or under common control with the corporation and who are not beneficial owners of a controlling interest in the voting stock of the corporation or of any such entity. The board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for purposes of any written action of the committee.

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A committee, to the extent provided in the resolution of the board of directors creating it, shall have and may exercise all of the powers and authority of the board of directors except that a committee shall not have any power or authority regarding: (i) the submission to shareholders of any action requiring the approval of shareholders under the Pennsylvania Business Corporation Law of 1988, as it may be amended, (ii) the creation or filling of vacancies in the board of directors, (iii) the adoption, amendment or repeal of these bylaws, (iv) the amendment, adoption or repeal of any resolution of the board of directors that by its terms is amendable or repealable only by the board of directors, or (v) any action on matters committed by the bylaws or resolution of the board of directors to another committee of the board. Each committee of the board shall serve at the pleasure of the board.

Section 2.14 -Audit Committee - There shall be a standing committee of the board of directors to be known as the Audit Committee. The members of the Audit Committee shall consist exclusively of Independent Directors who also meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 and the audit committee composition requirements of The Nasdaq Stock Market listing standards. Except as provided otherwise in the charter of the Audit Committee, the Audit Committee shall: (i) engage the independent accountants for the corporation, (ii) review with the independent accountants the scope of their examination, (iii) receive the reports of the independent accountants and meet with the representatives of such accountants for the purpose of reviewing and considering questions relating to their examination and such reports, (iv) review the internal accounting and auditing procedures of the corporation, and (v) perform such other duties as may be deemed necessary from time to time to fulfill its obligations under applicable law and the listing requirements of any stock exchange or over the counter market on which any security of the corporation is admitted for trading..

Section 2.15—Compensation Committee- There shall be a standing committee of the board of directors to be known as the Compensation Committee. Except as provided otherwise in the charter of the Compensation Committee, the Compensation Committee shall make recommendations to the Board of Directors with respect to the compensation of the executive officers of the corporation.

Section 2.16 -Nominating/Governance Committee- There shall be a standing committee of the board of directors to be known as the Nominating/Governance Committee. The members of the Nominating/Governance Committee shall consist exclusively of Independent Directors. Except as provided otherwise in the charter of the Nominating/Governance Committee, the Nominating/Governance Committee shall nominate candidates for election as director and shall make recommendations to the Board of Directors with respect to qualifications of directors.

Section 2.17 -Executive Committee- The board of directors may have an Executive Committee. If so, it shall be the duty of the Executive Committee to give consideration to matters of policy and general interest to the board of directors or members and, after full hearing, sufficient investigation and consideration, to make recommendations to the board of directors setting forth its findings and recommendations, as well as to perform any and all other duties as may from time to time be assigned by the board of directors. During the interval between the meetings of the board of directors, the Executive Committee shall have and may exercise all the powers of the board of directors in the management of the business and affairs of the corporation, including but not limited to the power to authorize the seal of the corporation to be affixed to all papers which may require it, in such manner as the Executive Committee shall deem best for the interest of the corporation in all cases in which specific directions shall not have been given by the board of directors.

Section 2.18 -Personal Liability of Directors- A director of the Corporation shall not be personally liable to the Corporation or its shareholders or creditors for monetary damages for any action taken, or any failure to take any action, except to the extent such exemption from liability or limitation thereof is not permitted under the Pennsylvania Business Corporation Law as the same exists on the date these Bylaws are adopted or may hereafter be amended as provided in the last sentence of this Section 2.18. Any amendment, modification, repeal or adoption of any provision inconsistent with the foregoing sentence shall be prospective only, and neither the repeal or modification of this Section 2.18 nor the adoption of any provision inconsistent with this Section 2.18

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shall adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification, repeal or adoption of such inconsistent provision. If the Pennsylvania Business Corporation Law is amended to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Pennsylvania Business Corporation Law, as so amended.

Section 2.19 -Attendance- Any person who shall be elected to the board of directors shall be required to attend all regular meetings thereof and all meetings of the board committees of which he or she is a member. Failure of any director to attend at least 75% of the regular meetings of the board of directors held during an entire calendar year, or failure of any director to attend three consecutive regular meetings, shall allow the Board to exercise its rights under Section 2.06(b) hereof. Also, any member of any board committee who shall fail to attend at least 75% of the meetings of any committee of which he or she is a member held during an entire calendar year shall automatically be deemed to have surrendered his or her committee membership and such membership shall be considered terminated as of the end of that calendar year unless the board of directors excuses the absence.

Section 2.20 -Chairman of the Board- The Chairman of the Board shall be elected annually by the Board at its first meeting following the annual meeting of stockholders. He or she shall be chosen from among the Directors. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board. He or she shall have the responsibilities, authority and duties provided by the other provisions of these Bylaws and shall have such other powers and perform such other duties as may, from time to time, be assigned to him or her by the Board, or may devolve upon him or her by statute or governmental regulation. There shall not be any requirement or implication that a director who serves as Chairman be or is an employee of the corporation.

Section 2.21 -Vice Chairman of the Board- Any Vice Chairman of the Board shall be elected annually by the Board at its first meeting following the annual meeting of stockholders. He or she shall be chosen from among the Directors. Except as otherwise provided herein, in the absence of the Chairman, a Vice Chairman, if any, selected by the Board if more than one, shall preside at all meetings of the Board. He or she shall have the responsibilities, authority and duties provided by the other provisions of these Bylaws and shall have such other powers and perform such other duties as may, from time to time, be assigned to him or her by the Board.

ARTICLE III

OFFICERS

Section 3.01 -Officers and Qualifications- The corporation shall have a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a Chief Accounting Officer and a Treasurer, each of whom shall be elected or appointed by the board of directors. The board may also elect a Chief Operating Officer, one or more vice presidents (including, without limitation, executive vice presidents and senior vice presidents), and such other officers and assistant officers as the board deems necessary or advisable. All officers shall be natural persons of full age. Any two or more offices may be held by the same person. It shall not be necessary for officers to be directors of the corporation. Officers of the corporation shall have such authority and perform such duties in the management of the corporation as is provided by or under these bylaws or in the absence of controlling provisions in these bylaws as is determined by or under resolutions or orders of the board of directors.

Section 3.02 -Election—Term and Vacancies- The officers and assistant officers of the corporation shall be elected by the board of directors at the annual meeting of the board or from time to time as the board shall determine, and each officer shall hold office for one (1) year and until his or her successor has been duly elected and qualified or until that officer’s earlier death, resignation or removal. A vacancy in any office occurring in any manner may be filled by the board of directors and, if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.

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Section 3.03 -Subordinate Officers, Committees and Agents- The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 3.04 -Removal; Resignation and Bonding-

Section 3.05 -Chief Executive Officer- The Chief Executive Officer shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and of the board of directors at which he or she is present. Subject to the control of the board of directors of the corporation and, within the scope of their authority, any committees thereof, the Chief Executive Officer shall (a) have general and active management of all the business, property and affairs of the corporation, (b) see that all orders and resolutions of the board of directors and its committees are carried into effect, (c) appoint and remove subordinate officers and agents, other than those appointed or elected by the board of directors, as the business of the corporation may require, (d) have custody of the corporate seal, or entrust the same to the Secretary, (e) act as the duly authorized representative of the board in all matters, except where the board has formally designated some other person or group to act, (f) sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the board of directors, except in cases where signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws, to some other officer or agent of the corporation, and (g) in general perform all the usual duties incident to the office of Chief Executive Officer and such other duties as may be assigned to such person by the board of directors.

Section 3.06 -President- The President shall perform the duties of Chief Executive Officer either when he has been chosen as Chief Executive Officer or when the Chief Executive Officer is absent or unable to perform the duties of his office. The President shall have such other powers and perform such other duties as from time to time as may be prescribed by him by the board of directors or prescribed by the bylaws.

Section 3.07 -Executive Vice Presidents, Senior Vice Presidents and Vice Presidents- Each executive vice president, senior vice president and vice president, if any, shall perform such duties as may be assigned to him or her by the board of directors or the Chief Executive Officer. One vice president shall be designated by the board of directors to perform the duties of the Chief Executive Officer, in the event of the absence or disability of the Chief Executive Officer.

Section 3.08 -Secretary- The Secretary shall (a) keep or cause to be kept the minutes of all meetings of the shareholders, the board of directors, and any committees of the board of directors in one or more books kept for that purpose, (b) have custody of the corporate records, stock books and stock ledgers of the corporation, (c) keep or cause to be kept a register of the address of each shareholder, which address has been furnished to the Secretary by the shareholder, (d) see that all notices are duly given in accordance with law, the articles of incorporation, and these bylaws, and (e) in general perform all the usual duties as may be assigned to him or her by the board of directors or the Chief Executive Officer.

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Section 3.09 -Assistant Secretary- The Assistant Secretary, if any, or Assistant Secretaries if more than one, shall perform the duties of the Secretary in his or her absence and shall perform other duties as the board of directors, the Chief Executive Officer or the Secretary may from time to time designate.

Section 3.10 -Chief Financial Officer- The Chief Financial Officer shall have general supervision of the fiscal affairs of the corporation. The Chief Financial Officer shall, with the assistance of the Chief Executive Officer and managerial staff of the corporation: (a) see that a full and accurate accounting of all financial transactions is made; (b) invest and reinvest the capital funds of the corporation in such manner as may be directed by the board of directors, unless that function shall have been delegated to a nominee or agent; (c) deposit or cause to be deposited in the name and to the credit of the corporation, in such depositories as the board of directors shall designate, all monies and other valuable effects of the corporation not otherwise employed; (d) prepare any financial reports that may be requested from time to time by the board of directors; (e) cooperate in the conduct of any annual audit of the corporation’s financial records by certified public accountants duly appointed by the board of directors; and (f) in general perform all the usual duties incident to the office of treasurer and such other duties as may be assigned to him or her by the board of directors or the Chief Executive Officer.

Section 3.11 -Treasurer- The Treasurer shall have such other powers and perform such other duties as from time to time as may be prescribed by him by the board of directors or prescribed by the bylaws.

Section 3.12 -Chief Accounting Officer- The chief accounting officer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The chief accounting officer may also be the chief financial officer. If the chief accounting officer is not also the chief financial officer, he or she shall provide assistance to the chief financial officer and act whenever the chief financial officer shall be unavailable.

Section 3.13 -Officer Salaries- The salaries of each of the executive officers elected by the board of directors shall be fixed from time to time by the compensation committee of the board of directors and the salaries of all other officers of the corporation shall be fixed from time to time by the Chief Executive Officer or such other person as may be designated from time to time by the Chief Executive Officer or the compensation committee of the board of directors.

No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a director of the corporation.

ARTICLE IV

SHARE CERTIFICATES AND TRANSFERS

Section 4.01 -Share Certificates- The shares of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book entry system maintained by the transfer agent or registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall be in such form as shall be approved by the board of directors and shall state: (i) that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania, (ii) the name of the person to whom issued, and (iii) the number and class of shares and the designation of the series, if any, that the share certificate represents.

The share register or transfer books and blank share certificates shall be kept by the Secretary or by any transfer agent or registrar designated by the board of directors for that purpose.

Section 4.02 -Issuance- The share certificates of the corporation shall be numbered and registered in the share register or transfer books of the corporation as they are issued. They shall be signed on behalf of the corporation

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by the President or a vice president and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer; but where a certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon the certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this section shall be subject to any inconsistent or contrary agreement at the time between the corporation and any transfer agent or registrar.

Section 4.03 -Transfer of Shares- Transfer of shares shall be made on the books of the corporation, and if such shares are evidenced by a certificate, upon surrender of the certificates therefor, endorsed by the person named in the certificate or by his attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

Section 4.04 -Lost, Destroyed, Mutilated or Stolen Certificates- If the registered owner of a share certificate claims that the security has been lost, destroyed, mutilated or wrongfully taken, another may be issued in lieu thereof in a manner and upon such terms as the board of directors may authorize and shall be issued in place of the original security, in accordance with law, if the owner: (a) so requests before the corporation has notice that the security has been acquired by a bona fide purchaser; (b) files with the corporation, if requested by the corporation, a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE V

NOTICE, WAIVERS, AND MEETINGS

Section 5.01 -Manner of Giving Notice- Whenever written notice is required to be given to any person under the provisions of the Pennsylvania Business Corporation Law of 1988, as it may hereafter be amended, or by the articles of incorporation or these bylaws, it may be given to the person either personally or by sending a copy of it (i) by first class or express mail, postage prepaid, or by courier service, charges prepaid, to his or her postal address appearing on the books of the corporation or, in the case of directors, supplied by him to the corporation for the purpose of notice (Notice pursuant to clause (i) shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.); or (ii) by facsimile transmission, e-mail or other electronic communication to his or her facsimile number or address for e-mail or other electronic communications supplied by him to the corporation for the purpose of notice (Notice pursuant to this subparagraph shall be deemed to have been given to the person entitled thereto when sent.).

A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Pennsylvania Business Corporation Law of 1988, the articles of incorporation or these bylaws.

Section 5.02 -Waiver of Notice- Whenever any written notice is required to be given by statute or the articles of incorporation or these bylaws, a waiver of the notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated in it, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of the meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 5.03 -Modification of Proposal- Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Pennsylvania Business Corporation Law of

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1988, as it may be amended, or the articles of incorporation or these bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 5.04 -Use of Conference Telephone and Similar Equipment- One or more persons may participate in a meeting of the directors, or of any committee of directors, by means of computer, conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

ARTICLE VI

INDEMNIFICATION AND INSURANCE

Section 6.01 -Indemnification -

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Section 6.02 -Contract Rights; Amendment or Repeal- All rights under this Article VI shall be deemed a contract between the corporation and the indemnified representative pursuant to which the corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

Section 6.03 -Reliance on Provisions- Each person who shall act as an indemnified representative of the corporation shall be deemed to be doing so in reliance upon the rights provided by this Article VI.

Section 6.04 -Interpretation- The provisions of this Article VI are intended to constitute bylaws authorized by 15 Pa. C.S. Section 1746.

ARTICLE VII

MISCELLANEOUS

Section 7.01 -Registered Office- The registered office of the corporation, required by law to be maintained in the Commonwealth of Pennsylvania, may be, but need not be, the principal place of business of the corporation. The address of the registered office may be changed from time to time by the board of directors of the corporation.

Section 7.02 -Other Offices- The corporation may have additional offices and business in such places, within or outside the Commonwealth of Pennsylvania, as the board of directors of the corporation may designate or as the business of the corporation may require.

Section 7.03 -Corporate Seal- The corporation may have a corporate seal, which shall have inscribed on it the name of the corporation, the year of organization, and the words “Corporate Seal —Pennsylvania” or such inscription as the board of directors of the corporation may determine. The seal may be used by causing it or a facsimile of it to be impressed or affixed, or in any manner reproduced.

Section 7.04 -Fiscal Year- The fiscal year of the corporation shall be the calendar year.

Section 7.05 -Checks- All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the board of directors or, any person authorized by resolution of the board of directors may from time to time designate.