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On February 23, 2022, the Cohen Directors refused to authorize the Company to solicit proxies for the Board-approved (unanimous) slate of directors in connection with the Company’s anticipated 2022 Annual Meeting. As the Cohen Directors are or should have been aware, prohibiting the Company from soliciting proxies in connection with a shareholder meeting directly contravenes Nasdaq listing rules and effectively disenfranchised a significant proportion of the Company’s shareholders. It also violated the terms of Mr. Hill’s employment agreement, thereby exposing the Company to significant monetary liability;

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The Cohen Directors caused their personal counsel, Schulte Roth & Zabel LLP (“SRZ”), to issue a letter dated March 1, 2022 (the “March 1 Letter”) asserting that we engaged in self-dealing and that we breached our fiduciary duties to the Company’s shareholders, despite the Cohen Directors’ specific knowledge that the Cohen Directors’ assertions were not based in reality or fact (i.e., there were no amendments to employment contracts pending before the Board or any Board committee, and every scrutinized transaction had been vetted and approved by the Board in full). This letter was a glaring example of the Cohen Directors’ self-interested desire to wrest control of the Company for the benefit of Steve Cohen, whom Andrew Cohen has described as “the shareholder I represent”;

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The Cohen Directors caused a press release to be issued on their behalf on March 4, 2022 (the “March 4 Press Release”), raising the same unfounded allegations of self-dealing contained in the March 1 Letter. As highlighted below, the issuance of the self-interested March 1 Letter and ensuing March 4 Press Release directly led to a daisy chain of easily foreseeable events that have caused, and continue to cause, the Company and its management team to expend significant resources (financial and otherwise) and have directly harmed the Company and the Bank:

o

As a result of the March 1 Letter and the March 4 Press Release, the Company’s auditors were not able to issue the audit report required for the Company’s 2021 financial statements without additional assurances from the Cohen Directors regarding the nature of their claims in the March 4 Press Release;

o

Harry Madonna admitted that the March 4 Press Release contained false allegations and constituted “electioneering hyperbole” (which we then believed, and continue to believe, may have violated federal securities laws regarding proxy solicitations). However, each of the Cohen Directors refused to execute representation letters required by the auditors unless we agreed not to take legal action based on those representation letters, and unless we agreed that those representation letters would be kept confidential and could not be used to publicly contradict the false statements made in the March 1 Letter or the March 4 Press Release. The Cohen Directors’ refusal to execute representation letters directly led to the auditors refusing to certify the Company’s 2021 financial statements. We refused to be part of this scheme to hide material facts from the shareholders and applicable regulatory authorities. The Board has completely ignored this blatantly self-interested conduct and has refused to hold the Cohen Directors accountable;

o

The lack of a finalized audit has precluded the Company’s filing of its 2021 Annual Report on Form 10-K and two Quarterly Reports on Form 10-Q, has precluded the Company from convening an annual meeting of its shareholders to elect directors, and has jeopardized the Company’s Nasdaq listing status and its qualifications to participate in federal mortgage loan programs;

o

On March 8, 2022, as a direct result of the March 4 Press Release, George Norcross and his affiliates instituted litigation against the Company, both of us, and former director Ted Flocco (deceased), which litigation was largely based on the allegations set forth in the March 4 Press Release (the “Norcross Litigation”);

o

On March 15, 2022, as a direct result of the March 4 Press Release, George Norcross and his affiliates issued a shareholder demand letter insisting that the Board establish a special committee of independent, disinterested parties to investigate and, if appropriate, take action against us and former director Ted Flocco (deceased) to remedy breaches of fiduciary duty, corporate waste, unjust enrichment, and other misconduct alleged in the March 4 Press Release;

o

As a result, the Board was forced by its auditors to commission an independent investigation into the claims included in the March 4 Press Release, which has caused the Company to incur material legal expense and has delayed the completion of the 2021 audit (which, as of the date of this letter, still is not finalized);

o

Throughout the course of the Norcross Litigation, the Cohen Directors leveraged their positions on the Board to effectively preclude the Company from asserting customary and legitimate defenses to the Norcross Litigation. The Cohen Directors’ actions created undue and unacceptable litigation risk to the Company to the detriment of its shareholders, presumably because the Cohen Directors were operating under the unfortunate misbelief that the Norcross Litigation would effectively wrest control of the Company and the Bank at a time when the Cohen Directors’ intentional actions effectively sidelined shareholders and prevented them from exercising their franchise to duly elect a properly-constituted Board;

o

The Company effectively has been locked out of the capital markets at a time where access to capital is critical to the Company’s and Bank’s safe and sound operation; and

o

Given the pattern of conduct to date, we are deeply concerned that the Board will not fairly and objectively disclose the results of the Wilmer Hale independent investigation, which we believe will refute all of the allegations in the March 4 Press Release. The Cohen Directors’ decision to create a Special Litigation Committee dominated by the Directors behind the March 1 Letter further suggests the Cohen Directors will take steps to protect themselves from the consequences of their own selfish conduct at the expense of us, the shareholders, and the truth.

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The Cohen Directors continue to disregard the Company’s governance policies and procedures, as well as widely-accepted good corporate governance practices:

o

The Cohen Directors took advantage of Ted Flocco’s untimely death to, within a matter of hours, attempt to convene a Board meeting to remove Vernon Hill as Chairman and to appoint Harry Madonna as Chairman and Lisa Jacobs as Corporate Secretary. This, too, violated Mr. Hill’s employment agreement, needlessly exposing the Company to monetary liability;

o

The Company appointed Benjamin Duster as a director outside of the Company’s corporate governance guidelines and Corporate Governance and Nominating Committee Charter, did not provide us a meaningful opportunity to consider Mr. Duster’s candidacy or to meet with him directly, and completely ignored requests to conduct customary background checks and a due diligence review of Mr. Duster (who has no experience with regulated financial institutions) or of his potential direct or indirect affiliations with Steve Cohen. To our knowledge, the only due diligence conducted was a review of a one-page web bio for Mr. Duster and a few brief conversations with the Cohen Directors. This decision, like all the others taken by the Cohen Directors since they seized control of the Board in July, was made with no meaningful deliberation or debate, without even a scintilla of corporate governance process, and with no written reports or materials concerning Mr. Duster’s qualifications or background beyond the inadequate web bio noted above, which contained less information than a typical LinkedIn profile. Indeed, in the Cohen Directors’ unseemly rush to place Mr. Duster on the Board, they failed to consider our repeated concerns about apparent past and current business ties between Mr. Duster and the “shareholder [the Cohen Directors] represent”, Cohen Private Ventures.

o

The Cohen Directors repeatedly have convened or attempted to convene meetings without our meaningful participation, they have prevented relevant information from being provided to us in advance of meetings, and they have effectively stymied the Board’s ability to conduct routine business and oversight to ensure that the Company and Bank are being operated in a safe and sound manner. Indeed, when we have asked for agendas and written materials, or asked that critical issues be presented at Board meetings, the Cohen Directors have refused, including as recently as today’s meeting; and

o

Finally, since July, the Cohen Directors have largely dispensed with Board meetings entirely. Instead, the five directors affiliated or beholden to Mr. Cohen simply have decided what the Board will do, and then announced that “a majority of the Board” has decided to take an action, inviting us to acquiesce or lodge a meaningless objection by email. Now, by creating an all-powerful Executive Committee with only the Cohen Directors’ loyal cabal included, they have rendered the remainder of the Board powerless.

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The Cohen Directors’ actions have directly resulted in the indefinite delayed opening of the Broomall branch, causing significant reputational damage to the Bank and resulting in waste of significant financial and other resources.