Exhibit 2.1

AGREEMENT AND PLAN

OF STOCK ACQUISITION

By and Among

ENB FINANCIAL CORP,

ENB SOUTH ACQUISITION SUBSIDIARY, INC.,

THE EPHRATA NATIONAL BANK,

CECIL BANCORP, INC.

And

CECIL BANK

August 12, 2025

TABLE OF CONTENTS

AGREEMENT

THIS AGREEMENT AND PLAN OF STOCK ACQUISITION (this “Agreement”), dated as of August 12, 2025, is made by and among ENB FINANCIAL CORP (“Parent”), a Pennsylvania corporation, having its principal place of business in Ephrata, Pennsylvania, ENB SOUTH ACQUISITION SUBSIDIARY, INC. (“Acquisition Subsidiary”), a Pennsylvania corporation having its principal place of business in Ephrata, Pennsylvania, THE EPHRATA NATIONAL BANK (“Parent Bank”), a national banking association, having its principal place of business in Ephrata, Pennsylvania, CECIL BANCORP, INC. (“Company”), a Maryland corporation, having its principal place of business in Elkton, Maryland, and CECIL BANK (“Cecil Bank”), a Maryland state-chartered commercial bank, having its principal place of business in Elkton, Maryland.

BACKGROUND

NOW, THEREFORE, in consideration of the promises and of the mutual covenants, agreements, representations and warranties herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I
THE MERGER

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the indicated meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Acquisition Proposal means any inquiry, proposal, indication of interest, term sheet, offer, signed agreement or disclosure of an intention to do any of the foregoing from any Person or group of Persons, except Parent, Acquisition Subsidiary, or Parent Bank, whether or not in writing, relating to, contemplating or that could reasonably be expected to lead to any (i) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiaries, where the assets, revenue or income of such Subsidiary constitutes more than 20% of the consolidated assets, net revenue or net income of the Company; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets (including for this purpose the outstanding capital stock of any Company Subsidiary and the capital stock of any entity surviving any merger or business combination involving any Company Subsidiary) and/or liabilities where the assets being disposed of constitute 20% or more of the consolidated assets or revenue of the Company or any of its Company Subsidiaries taken as a whole, either in a single transaction or series of transactions; or (iii) any direct or indirect purchase or other acquisition or tender offer or exchange offer that, if consummated, would result in a Person or group of Persons acting in concert beneficially owning

20% or more (excluding any Person or group of Persons beneficially owning 20% on the date of this Agreement, but only in connection with shares beneficially owned as of the date hereof and not shares that may be acquired after the date hereof which, when added to shares previously held, the total shares would exceed the 20% beneficial ownership amount) of the outstanding shares of the common stock of the Company or any Company Subsidiary where that Company Subsidiary represents more than 20% of the consolidated assets or revenue of the Company, in each case other than the transactions contemplated by this Agreement.

Affiliate means, with respect to any Person, any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director.

Applications means the applications for regulatory approval which are required by the transactions contemplated herein.

Bank Merger means the merger of Cecil Bank with and into Parent Bank.

Bank Regulator means any banking agency or department of any federal or state government, including without limitation, the OCC, the FDIC, FRB, and the MOCFR.

BHCA means the Bank Holding Company Act of 1956, as amended.

Cecil Bank shall have the meaning set forth in the Introductory Recital of this Agreement.

Cecil Bank Common Stock shall have the meaning set forth in Section 2.03(b) of this Agreement.

Cecil Bank Preferred Stock shall have the meaning set forth in Section 2.03(b) of this Agreement.

CECL means current expected credit losses as provided for under GAAP.

CERCLA means the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended.

CERCLIS means the Comprehensive Environmental Response Compensation Liabilities Information System.

Closing shall have the meaning set forth in Section 1.02(a) of this Agreement.

Closing Date shall have the meaning set forth in Section 1.02(a) of this Agreement.

Company shall have the meaning set forth in the Introductory Recital of this Agreement.

Company 401(k) Plan shall have the meaning set forth in Section 5.16(b) of this Agreement

Company Benefit Plans shall have the meaning set forth in Section 2.14(a) of this Agreement.

Company Certificate shall have the meaning set forth in Section 1.02(l)(iii) of this Agreement.

Company Common Stock means the Company Voting Common Stock and the Company Nonvoting Common Stock collectively.

Company Disclosure Schedule means a disclosure schedule delivered by the Company to Parent pursuant to Article II of this Agreement.

Company Financials means (i) the audited consolidated statements of condition, income, comprehensive income, changes in stockholders’ equity and cash flows as of and for the fiscal years ending December 31, 2024, December 31, 2023, and December 31, 2022, including the notes and schedules thereto; (ii) unaudited interim consolidated financial statements as of the end of each calendar quarter ending on or after March 31, 2025 and for the periods then ended including the notes thereto; and (iii) the Company Regulatory Reports.

Company Information Security Requirements shall have the meaning set forth in Section 2.26(d) of this Agreement.

Company Information Security Reviews shall have the meaning set forth in Section 2.26(e) of this Agreement.

Company IT Assets shall have the meaning set forth in Section 2.26(b)(ii) of this Agreement.

Company Loan Property shall have the meaning set forth in Section 2.17(c) of this Agreement.

Company Nonvoting Common Stock shall have the meaning set forth Section 2.03(a) of this Agreement.

Company Options shall have the meaning set forth in Section 1.02(k) of this Agreement.

Company Option Consideration shall have the meaning set forth in Section 1.02(k) of this Agreement.

Company Plan of Liquidation shall have the meaning set forth in the Background of this Agreement.

Company Preferred Stock shall have the meaning set forth in Section 2.03(a) of this Agreement.

Company Regulatory Reports means the call reports of Cecil Bank and accompanying schedules, as filed with any Bank Regulator, for each calendar quarter ended after December 31, 2022 through the Effective Time and, except to the extent such disclosure would violate Section 5.03(b) of this Agreement, all financial reports filed with any Bank Regulator by the Company or Cecil Bank after December 31, 2022 through the Effective Time.

Company Restricted Stock shall have the meaning set forth in Section 1.02(j) of this Agreement.

Company Stock Plan means the Cecil Bancorp, Inc. 2021 Equity Incentive Plan.

Company Stockholder Approval shall have the meaning set forth in Section 2.04(a) of this Agreement.

Company Subsidiaries means any corporation, limited liability company, partnership, or other entity, 50% or more of the capital stock, membership interests, or partnership interests of which is owned, either directly or indirectly, by the Company, except any corporation, limited liability company, partnership, or other entity, the stock, membership interests, or partnership interests of which is held in the ordinary course of the lending activities of Cecil Bank as a result of foreclosed collateral or a settlement of a debt previously contracted.

Company Termination Fee shall have the meaning set forth in Section 8.01(c) of this Agreement.

Company Voting Common Stock shall have the meaning set forth in Section 2.03(a) of this Agreement.

Confidentiality Agreement means that certain confidentiality agreement, dated April 11, 2025, pursuant to which Parent agrees, among other things, to maintain the confidentiality of certain information provided to it by the Company and to which the Company agrees, among other things, to maintain the confidentiality of certain information provided to it by Parent.

Deposit Liabilities means all deposit liabilities (which shall include, but shall not be limited to, “deposits” as such term is defined in Section 3(l)(1) of the FDIA, as amended) of Cecil Bank or Parent Bank including balances in money market and other accounts linked to accounts containing deposit liabilities under “sweep” or similar arrangements, together with Cecil Bank’s or Parent Bank’s rights and obligations under any related customer agreement, and Individual Retirement Accounts for which Cecil Bank or Parent Bank is custodian.

Dissenting Company Shares means shares of the Company Common Stock as to which appraisal rights are perfected under the MGCL.

DP Contracts shall have the meaning set forth in Section 2.26(f) of this Agreement.

Effective Time shall have the meaning set forth in Section 1.02(c) of this Agreement.

Eligible Employee shall have the meaning set forth in Section 5.18 of this Agreement.

Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any Governmental Entity relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance

as a component. The term Environmental Law includes without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 9601, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. 7401, et seq.; the Federal Water Pollution Control Act, as amended 33 U.S.C. 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. 11001, et seq.; the Safe Drinking Water Act, 42 U.S.C. 300f, et seq.; and all comparable state and local laws, and (ii) any common law (including common law that may impose strict liability) that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any hazardous materials.

Environmental Liability means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Law or relating to or arising from contamination or hazardous substances.

ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

ERISA Affiliate means (i) a member of any “controlled group” (as defined in Section 414(b) of the IRC) of which a party is a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of Section 414(c) of the IRC) with a party, (iii) a member of any affiliated service group (within the meaning of Section 414(m) of the IRC) of which a party is a member, or (iv) an entity required to be aggregated with a party (as applicable pursuant to Section 414(o) of the IRC).

ETL means of the Pennsylvania Entity Transactions Law, 15 Pa. C.S. §311 et seq.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Agent shall have the meaning set forth in Section 1.02(l) of this Agreement.

Exchange Agent Agreement means the agreement entered into between Parent and the Exchange Agent in form and substance reasonably acceptable to Parent setting forth the terms and conditions upon which the Exchange Agent will render the exchange services in connection with the Merger.

Exchange Fund shall have the meaning set forth in Section 1.02(l)(ii) of this Agreement.

Expenses shall have the meaning set forth in Section 8.01(b) of this Agreement.

FDIA means the Federal Deposit Insurance Act, as amended.

FDIC means the Federal Deposit Insurance Corporation.

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

GAAP means generally accepted accounting principles in the United States as in effect at the relevant date.

Governmental Entity means any federal or state court, administrative agency or commission or self-regulatory authority or instrumentality including, inter alia, any Bank Regulator and the SEC.

IRC means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

IRS means the Internal Revenue Service.

Knowledge as used with respect to a Person (including references to such Person being aware of a particular matter) means those facts that are known or should have been known by the directors and executive officers (as defined in Rule 3b-7 under the Exchange Act) of such Person, and includes any facts, matters, or circumstances set forth in any written notice or other correspondence from any Governmental Entity or any other material written notice received by that Person.

Leased Properties shall have the meaning set forth in Section 2.11(d) of this Agreement.

Leases shall have the meaning set forth in Section 2.11(c) of this Agreement.

Letter Agreement shall have the meaning set forth in Background Recital 4 of this Agreement.

Loan shall have the meaning set forth in Section 5.01(b)(xxi) of this Agreement.

Material Adverse Effect means with respect to a party hereto, any state of facts, changes, circumstances, events, effects, conditions, occurrences, actions, or omissions individually or in the aggregate with other facts, changes, circumstances, events, effects, conditions, occurrences, actions, or omissions that (a) has or would be reasonably expected to be material and adverse to the business, operations, assets, liabilities, financial condition, results of operations, or business prospects of the Company on a consolidated basis (when such term is used in Article II hereof) or Parent on a consolidated basis (when such term is used in Article III hereof) or (b) would materially impair the ability of such party or its Subsidiary to perform its respective obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and other transactions contemplated hereby by this Agreement, other than any change, circumstance, event, effect, condition, occurrence, action or omission relating to (i) changes in general economic or political conditions affecting banking institutions generally, including, but not limited to, changes in interest rates, credit availability and liquidity, and price levels or trading volumes in securities markets, but not if such changes disproportionally affect the Company or Parent when compared to other banking institutions, (ii) any change in GAAP or applicable law, regulation or the interpretation thereof by courts or Governmental Entities that does not disproportionately affect such party and its Subsidiaries taken as a whole relative to other participants (including the other party hereto) in the industry, (iii) any action or omission of a party (or any of its Subsidiaries) taken pursuant to the terms of this Agreement or taken or omitted to be taken with the express written permission of the other party, (iv) any effect with respect to a party hereto caused, in whole or in substantial part, by the other party or as a result of compliance with

the requirements of this Agreement, (v) any litigation, claim, suit, action, audit, arbitration, investigation, inquiry or other proceeding or order which in any manner challenges, seeks to prevent, enjoin, alter or delay, or seeks damages, as a direct result of the transactions this Agreement contemplates brought by a party that is not a Bank Regulator (vi) reasonable expenses, including expenses associated with the retention of legal, financial, or other advisors, incurred by the Company or Parent in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (vii) changes in national or international political or social conditions, including any outbreak or escalation of major hostilities or any act of terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States , declarations of any national or global epidemic, pandemic or disease outbreak (including COVID-19), or the material worsening of such conditions threatened or existing as of the date of this Agreement that does not disproportionately affect such party and its subsidiaries, taken as a whole, relative to other participants in the industry, in the United States (including the other party hereto), and, with respect to any party, means the imposition or consent to a formal enforcement action by or with any Bank Regulator, including, but not limited to, a consent order or cease and desist order.

Materially Burdensome Regulatory Condition shall have the meaning set forth in Section 5.04(e) of this Agreement.

MDAT means the Maryland Department of Assessments & Taxation.

Merger Agreement shall have the meaning set forth in the Background of this Agreement.

Merger Consideration shall have the meaning set for the in Section 1.02(i)(iii) of this Agreement.

MGCL means the Maryland General Corporation Law.

MOCFR means the Maryland Office of the Commissioner of Financial Regulation.

NPL means the National Priority List under CERCLA.

OCC means the Office of the Comptroller of the Currency.

Owned Properties shall have the meaning set forth in Section 2.11(a) of this Agreement.

PAC means the Pennsylvania Associations Code.

Parent shall have the meaning set forth in the Introductory Recital of this Agreement.

Parent Bank shall have the meaning set forth in the Introductory Recital of this Agreement.

Parent Common Stock means the common stock of the Parent, par value $0.10 per share.

Parent Disclosure Schedule means a disclosure schedule delivered by Parent to the Company pursuant to Article III of this Agreement.

Parent Financials means (i) the audited consolidated statements of condition as of and for the fiscal years ending December 31, 2024, December 31, 2023, and December 31, 2022, and the audited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for fiscal years ending December 31, 2024, December 31, 2023, and December 31, 2022, including the notes thereto and (ii) unaudited interim consolidated statements of condition, income, comprehensive income, changes in shareholders’ equity, and cash flows, as of the end of each calendar quarter ending on or after March 31, 2025 and for the periods then ended including the notes thereto.

Parent Information Security Requirements shall have the meaning set forth in Section 3.12(c) of this Agreement.

Parent IT Assets shall have the meaning set forth in Section 3.12(a) of this Agreement.

Parent Regulatory Reports means the annual and quarterly reports of Parent filed with the SEC since December 31, 2022 through the Closing Date, and the financial reports of Parent Bank and accompanying schedules for each calendar quarter filed with the FDIC, as applicable, since the quarter ended December 31, 2022 through the Closing Date.

Parent Subsidiaries means any corporation, limited liability company, partnership, or other entity 50% or more of the capital stock, membership interests, or partnership interests of which is owned, either directly or indirectly, by Parent, except any corporation, limited liability company, partnership, or other entity, the stock, membership interests, or partnership interests of which is held in the ordinary course of the lending activities of Parent Bank as a result of foreclosed collateral or a settlement of a debt previously contracted.

PDS means the Department of State of the Commonwealth of Pennsylvania.

Person means any individual, corporation, partnership, joint venture, association, organization, trust, other entity or “group” (as that term is defined in Section 13(d)(3) of the Exchange Act).

Proxy Statement means the proxy statement together with any amendments and supplements thereto, to be transmitted to holders of the Company Common Stock in connection with the transactions contemplated by this Agreement.

Regulatory Agreement has the meanings given to that term in Sections 2.13(c) and 3.07(c) of this Agreement.

Regulatory Approval means the approval or required consent or waiver of any Bank Regulator or other similar regulatory authority that is necessary in connection with the consummation of the Merger or the Bank Merger and the related transactions contemplated by this Agreement.

Regulatory Materials shall have the meaning as set forth in Section 5.04(d) of this Agreement.

Relevant Group means any affiliated, combined, consolidated, unitary or similar group.

Retention Plan shall have the meaning as set forth in Section 5.21 of this Agreement.

Rights means warrants, options, rights, convertible securities and other capital stock equivalents which obligate an entity to issue its securities.

Schedule 2 Loan Notes shall have the meaning as set forth in Section 1.02(i)(iii)(a) of this Agreement.

SEC means the Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Securities Documents means all registration statements, schedules, statements, forms, reports, proxy materials, and other documents required to be filed under the Securities Laws.

Securities Laws means the Securities Act, the Exchange Act, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, and in each case the rules and regulations promulgated from time to time thereunder.

Statement of Merger means the statement of merger and/or the articles of merger to be executed by Acquisition Subsidiary and the Company and to be filed with PDS and MDAT, in accordance with the ETL and MGCL.

Subsidiary means any corporation, limited liability company, partnership, or other entity, 50% or more of the capital stock, membership interests or partnership interests of which is owned, either directly or indirectly, by another entity, except any corporation, limited liability company, partnership, or other entity, the stock, membership interests or partnership interests of which is held in the ordinary course of the lending activities of a bank as a result of foreclosed collateral or a settlement of a debt previously contracted.

Tax or Taxes means all federal, state, local, or foreign net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, thrift, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease, service, use, occupation, severance, energy, unemployment, social security, worker’s compensation, capital, premium, unclaimed property, failure to file, private foundation or other taxes or similar assessments, customs, duties, fees, levies, or other governmental charges together with any interest, penalties, additions to tax, or additional amounts imposed by a Taxing Authority.

Tax Return means any return, declaration, report, or information return or statement relating to Taxes or otherwise, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with a Taxing Authority.

Taxing Authority means any governmental or administrative agency, board, bureau, body, department, or authority of any United States federal, state, or local jurisdiction or any foreign jurisdiction, having jurisdiction with respect to any Tax.

Third Party Leases shall have the meaning set forth in Section 2.11(e) of this Agreement.

Treasury Regulations means the regulations issued by the IRS, a bureau of the United States Department of Treasury.

USA PATRIOT Act shall have the meaning set forth in Section 2.05(b) of this Agreement.

Section 1.02 The Merger.

(2)   If the Schedule 2 Loan Notes are sold prior to Closing for an aggregate amount less than $600,000, then the Merger Consideration shall be decreased on a per share basis by (x) the amount that the Schedule 2 Loan Notes were sold below $600,000 divided by (y) the number of outstanding shares of Company Common Stock (including shares of Restricted Stock) plus outstanding and unexercised Company Options as of the Effective Time.

ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND CECIL BANK

The Company and Cecil Bank represent and warrant to Parent, Acquisition Subsidiary, and Parent Bank that the statements contained in this Article II are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article II), except as set forth in the Company Disclosure Schedule delivered by the Company and Cecil Bank to Parent, Acquisition Subsidiary, and Parent Bank on the date hereof or as amended, and except as to any representation or warranty which specifically relates to an earlier date. The Company and Cecil Bank have made a good faith effort to ensure that the disclosure on each schedule of the Company Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the Company Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule.

Section 2.01 Standard. No representation or warranty of the Company and Cecil Bank contained in this Article II shall be deemed untrue or incorrect, and the Company and Cecil Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article II, has had or is reasonably expected to have a Material Adverse Effect; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 2.02(a), 2.02(b), 2.02(c), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the representations and warranties contained in Section 2.14, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Section 2.02 Organization.

Section 2.03 Capitalization.

Section 2.04 Authority; No Violation.

The Bank Plan of Merger, upon its execution and delivery by Cecil Bank subject to the due and valid execution and delivery of the Bank Plan of Merger by Parent Bank, will constitute the valid and binding obligation of Cecil Bank, enforceable against Cecil Bank in accordance with its terms, subject to (i) required approvals of Bank Regulators, and (ii) approval and adoption by the Company as the sole stockholder of Cecil Bank, subject to applicable conservatorship or receivership provisions of the FDIA, bankruptcy or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 2.05 Deposit Liabilities.

Section 2.06 Consents. Except for (a) the consents, approvals, filings and registrations with any Governmental Entity, and compliance with any conditions contained therein, (b) the Company Stockholder Approval under the MGCL, the Company’s articles of incorporation and bylaws and by the Company board of directors, and (c) the approval of the Bank Plan of Merger by the Company as sole stockholder of Cecil Bank under applicable law, and by the Cecil Bank board of directors, no consents or approvals of, or filings or registrations with, any public body or authority are necessary, and no consents or approvals of any third parties are necessary, or will be necessary, in connection with (i) the execution and delivery of this Agreement, the Merger Agreement and the Company Plan of Liquidation by the Company or the Bank Plan of Merger by Cecil Bank and (ii) the completion by the Company of the transactions contemplated hereby or by Cecil Bank of the Bank Merger. As of the date hereof, the Company has no reason to believe that (a) any required consents or approvals will not be received or will be received with conditions, limitations or restrictions unacceptable to it or which would adversely impact the Company’s or Cecil Bank’s ability to complete the transactions contemplated by this Agreement or (b) any public body or authority, the consent or approval of which is not required or any filing with which is not required, will object to the completion of the transactions contemplated by this Agreement. Neither the Merger or the Bank Merger require the consent of the United States Bankruptcy Court.

Section 2.07 Regulatory Reports; Financial Statements; Undisclosed Liabilities.

Section 2.08 Taxes.

Section 2.09 No Material Adverse Effect. The Company has not suffered any Material Adverse Effect since December 31, 2022. Since December 31, 2022, the Company and the Company Subsidiaries have, except in connection with the negotiation and execution and delivery of this Agreement, carried on their respective businesses in all material respects in the ordinary course consistent with past practice.

Section 2.10 Contracts.

Section 2.11 Ownership of Property; Insurance Coverage.

Section 2.12 Legal Proceedings. Except as set forth in Company Disclosure Schedule 2.12, neither the Company nor any Company Subsidiary is a party to any, and there are no pending or, to the Knowledge of the Company, threatened legal, administrative, arbitration or other proceedings,

claims (whether asserted or unasserted), actions or governmental investigations or inquiries of any nature (i) against the Company, any Company Subsidiary or any Company Subsidiary employee as an agent of the Company or any Company Subsidiary, (ii) to which the Company or any Company Subsidiary’s assets are or may be subject, (iii) challenging the validity or propriety of any of the transactions contemplated by this Agreement, or (iv) which could adversely affect the ability of the Company to perform under this Agreement in any material respect. There is no judgment or order of any Governmental Entity or regulatory restriction other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries, that has been imposed upon the Company, any of the Company Subsidiaries or the assets of the Company or any of the Company Subsidiaries, that has had, or is reasonably likely to have, a Material Adverse Effect on the Company.

Section 2.13 Compliance with Applicable Law.

Section 2.14 Employee and Director Benefit Plans.

Section 2.15 Labor Matters. The Company is not a party to nor is bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is the Company the subject of a proceeding asserting that it has committed an

unfair labor practice within the meaning of the National Labor Relations Act or seeking to compel the Company to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving it, pending or, to the Knowledge of the Company, threatened, nor is the Company aware of any activity involving its employees seeking to certify a collective bargaining unit or engaging in other organizational activity.

Section 2.16 Brokers, Finders and Financial Advisors. Except for the Company’s engagement of Hovde Group, LLC in connection with the transactions contemplated by this Agreement, neither the Company nor any Company Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or, except for its commitments disclosed in Company Disclosure Schedule 2.16, incurred any liability or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement, which has not been reflected in the Company Financials. Company Disclosure Schedule 2.16 shall contain as an exhibit the engagement letter with Hovde Group, LLC.

Section 2.17 Environmental Matters.

Section 2.18 Allowance for Loan and/or Credit Losses. The allowances for loan and/or credit losses reflected, and to be reflected, in the Company Regulatory Reports and Company Financials, and shown, and to be shown, on the balance sheets contained in the Company Financials have been, and will be, adequate as of the respective dates, in accordance with the requirements of GAAP, and specifically CECL, and all applicable regulatory criteria. Neither the Company nor Cecil Bank has been notified in writing by any state or federal bank regulatory agency that the Company’s reserves are inadequate or that the practices and policies of Company in establishing its reserves for the years ended December 31, 2024, December 31, 2023 and the three months ended March 31, 2025, and in accounting for delinquent and classified assets, with respect to such periods, fail to comply with applicable accounting or regulatory requirements. At the date of the Agreement, the Company and Cecil Bank’s respective allowance for loan and/or credit losses are sufficient for their reasonably anticipated loan losses, are in compliance with the standards established by applicable Governmental Entities and are adequate under GAAP and specifically with CECL.

Section 2.19 Related Party Transactions. The Company is not a party to any transaction (including any loan or other credit accommodation but excluding deposits in the ordinary course of business) with any Affiliate of the Company (except any Company Subsidiary); and all such transactions (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. Except as set forth in Company Disclosure Schedule 2.19, no loan or credit accommodation to any Affiliate of the Company is presently in default or, during the three (3) year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither the Company nor Cecil Bank has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by Cecil Bank is inappropriate.

Section 2.20 Loans.

Section 2.21 Company Information.

Section 2.22 “Well Capitalized”. Cecil Bank is “well capitalized” and there has not been an event or occurrence since January 1, 2022 that could reasonably be expected to result in determination that Cecil Bank is not “well capitalized” as determined by the Bank Regulators.

Section 2.23 Investment Securities. Except as set forth on Company Disclosure Schedule 2.23, none of the investments reflected in the Company Financials under the headings “Securities Available for Sale” and “Securities Held to Maturity” are subject to any restrictions, whether contractual or statutory, that materially impairs the ability of the Company to freely dispose of the investments at any time. All of the investments comply with applicable laws, rules and regulations except with respect to such violations of laws, rules and regulations as would not individually or in the aggregate have a Material Adverse Effect on the Company.

Section 2.24 Equity Plans and Agreements. Neither the Company nor any other Company Subsidiary, is party to any plan, agreement or arrangement under or pursuant to or in connection with which any Person is entitled to the issuance of any shares of any equity security of the Company or any Company Subsidiary, or any option or warrant for any of the foregoing, or any other equity interest in the Company or any other Company Subsidiary, present, contingent, vested, unvested or otherwise, other than the plans, agreements and other arrangements described in Company Disclosure Schedule 2.24. Company Disclosure Schedule 2.24 sets forth, itemized by grant date, the number of specific class, series or other types of shares, interests, or other applicable unit to which each participant, director, officer, employee, recipient, transferee, grantee, or other person or entity may hereinafter be entitled.

Section 2.25 Fairness Opinion. The Company board of directors has received a written opinion, dated the date of this Agreement, from Hovde Group, LLC (which opinion has not been amended or rescinded as of the date of this Agreement) to the effect that, subject to the terms, conditions, and qualifications set forth therein, as of the date hereof, the Merger Consideration to be received by stockholders of the Company pursuant to this Agreement is fair, from a financial point of view, to such stockholders.

Section 2.26 Intellectual Property.

Section 2.27 Trust Accounts. Cecil Bank has properly administered all accounts for which it acts as a fiduciary in all material respects, including but not limited to accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator, or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations. Cecil Bank has filed all Tax Returns required to be filed on behalf of all accounts for which it acts as a fiduciary. Neither Cecil Bank, nor any of their respective officers or employees, committed any breach of trust with respect to any such fiduciary account and the records for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

Section 2.28 State Takeover Statutes. The approval of the Merger by the Company board of directors constitutes the only action necessary to render inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement, and compliance with the terms of this Agreement, (a) the restrictions on transactions with “interested stockholders” (as defined in Section 3-601(j) of the MGCL) set forth in Section 3-602 of the MGCL, and (b) the restrictions on “business combinations” (as defined in Section 3-601 of the MGCL) set forth in Subtitle 6 of Title 3 of the MGCL, in each case to the extent, if any, such restrictions would otherwise be applicable to this Agreement, the Merger, the other transactions contemplated by this Agreement, or compliance with the terms of this Agreement. No other state takeover or similar statute or regulation, is applicable to this Agreement, the Merger, the other transactions contemplated by this Agreement, or compliance with the terms of this Agreement.

Section 2.29 Bank Secrecy Act, Foreign Corrupt Practices Act and U.S.A. PATRIOT Act. Cecil Bank is in compliance in all material respects with the Bank Secrecy Act, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and all regulations promulgated thereunder. Except as would not have a Material Adverse Effect on the Company, Cecil Bank and the Cecil Bank Subsidiaries, taken as a whole, Cecil Bank (i) has properly certified all foreign deposit accounts and has made all necessary tax withholdings on all of its deposit accounts, (ii) has timely and properly filed and maintained all requisite Currency Transaction Reports and other related forms, including any requisite Custom Reports required by any agency of the U.S. Department of the Treasury, including the IRS, and (iii) has timely filed all Suspicious Activity Reports with the Financial Institutions – Financial Crimes Enforcement Network (U.S. Department of the Treasury) required to be filed by it pursuant to the laws and regulations referenced in this Section.

Section 2.30 Quality of Representations. Except for the representations and warranties contained in this Article II, neither the Company, any Company Subsidiary nor any other Person on behalf of the Company or any Company Subsidiary makes any other express or implied representation or warranty with respect to the Company or any Company Subsidiary or with respect to any other information provided to Parent or any Parent Subsidiary in connection with the transactions contemplated hereunder. Neither the Company, any Company Subsidiary nor any other Person will have or be subject to any liability or indemnification obligation to Parent or any Parent Subsidiary or any other Person resulting from the distribution to them, or their use of, any such information, including any information, documents, projections, forecasts of other material made available to them in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly included in a representation or warranty contained in this Article II. Parent, Acquisition Subsidiary and Parent Bank acknowledge that neither the Company nor any Company Subsidiary makes any representations or warranties except for the representations and warranties contained in this Article II, and that they have not relied on any representation or warranty other than those set forth in this Article II.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT BANK

Parent and Parent Bank represent and warrant to the Company and Cecil Bank that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Parent Disclosure Schedule delivered by Parent and Parent Bank to the Company and Cecil Bank on the date hereof or as amended, and except as to any representation or warranty which specifically relates to an earlier date. Parent and Parent Bank have made a good faith effort to ensure that the disclosure on each schedule of the Parent Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the Parent Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule.

Section 3.01 Standard. No representation or warranty of Parent and Parent Bank contained in this Article III shall be deemed untrue or incorrect, and Parent and Parent Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article III, has had or is reasonably expected to have a Material Adverse Effect; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 3.02(a), 3.02(b), 3.02(c), 3.03(a), 3.03(b), 3.04 and 3.06, nor shall it apply to the representations and warranties contained in 3.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Section 3.02 Organization.

Section 3.03 Authority; No Violation.

The Bank Plan of Merger, upon its execution and delivery by Parent Bank subject to the execution and delivery of the Bank Plan of Merger by Cecil Bank, will constitute the valid and binding obligation of Parent Bank, enforceable against Parent Bank in accordance with its terms, subject to the required approvals of Bank Regulators and subject to applicable conservatorship and receivership provisions of the FDIA, bankruptcy or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Section 3.04 Consents. Except for (a) the consents, approvals, filings and registrations with any Governmental Entity and compliance with any conditions contained therein, (b) the approval and adoption of this Agreement by the sole shareholder of Acquisition Subsidiary and by the Parent board of directors, (c) the approval and adoption of the Bank Plan of Merger by Parent as sole shareholder of Parent Bank under applicable law, and (d) except as disclosed in Parent Disclosure Schedule 3.04, no consents or approvals of, or filings or registrations with, any public body or authority are necessary, and no consents or approvals of any third parties are necessary, or will be, in connection with (i) the execution and delivery of this Agreement by Parent, or the Bank Plan of Merger by Parent Bank, and (ii) the completion by Parent of the transactions contemplated hereby or by Parent Bank of the Bank Merger. As of the date hereof, Parent and Parent Bank have no reason to believe that (a) any required consents or approvals will not be received or will be received with conditions, limitations or restrictions unacceptable to it or which would adversely impact the ability of Parent or Parent Bank to complete the transactions contemplated by this Agreement or that (b) any public body or authority, the consent or approval of which is not required or any filing with which is not required, will object to the completion of the transactions contemplated by this Agreement.

Section 3.05 Regulatory Reports; Financial Statements; Undisclosed Liabilities.

Section 3.06 No Material Adverse Effect. Except as set forth in Parent Disclosure Schedule 3.06, Parent has not suffered any Material Adverse Effect since December 31, 2024. Since December 31, 2024, Parent and the Parent Subsidiaries have, except in connection with the negotiation and execution and delivery of this Agreement, carried on their respective businesses in all material respects in the ordinary course consistent with past practice. 

Section 3.07 Compliance with Applicable Law.

Section 3.08 Brokers, Finders and Financial Advisors. Except for Parent’s engagement of Performance Trust Capital Partners in connection with the transactions contemplated by this Agreement, neither Parent nor any Parent Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or, except for its commitments disclosed in Parent Disclosure Schedule 3.08, incurred any liability or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement, which has not been reflected in the Parent Financials. Parent Disclosure Schedule 3.08 shall contain as an exhibit the engagement letter with Performance Trust Capital Partners.

Section 3.09 Parent Information.

Section 3.10 Securities Documents. The Securities Documents filed and to be filed by Parent under the Exchange Act at any time since December 31, 2022 comply with or will comply, at the time filed with the SEC, in all material respects, with the Exchange Act and all applicable rules and regulations of the SEC. None of the Securities Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act.

Section 3.11 Acquisition Subsidiary Ownership. Parent, at all times prior to the Effective Time of the Merger, shall be the sole shareholder of Acquisition Subsidiary.

Section 3.12 Intellectual Property.

Section 3.13 Bank Secrecy Act, Foreign Corrupt Practices Act and U.S.A. PATRIOT Act. Parent Bank is in compliance in all material respects with the Bank Secrecy Act, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and all regulations promulgated thereunder. Except as would not have a Material Adverse Effect on the Parent, Parent Bank and the Parent Bank Subsidiaries, taken as a whole, Parent Bank (i) has properly certified all foreign deposit accounts and has made all necessary tax withholdings on all of its deposit accounts, (ii) has timely and properly filed and maintained all requisite Currency Transaction Reports and other related forms, including any requisite Custom Reports required by any agency of the U.S. Department of the Treasury, including the IRS, and (iii) has timely filed all Suspicious Activity Reports with the Financial Institutions – Financial

Crimes Enforcement Network (U.S. Department of the Treasury) required to be filed by it pursuant to the laws and regulations referenced in this Section.

Section 3.14 “Well Capitalized”. Parent Bank is “well capitalized” and there has not been an event or occurrence since January 1, 2022 that could reasonably be expected to result in determination that Parent Bank is not “well capitalized” as determined by the Bank Regulators.

Section 3.15 Quality of Representations. Except for the representations and warranties contained in this Article III, neither Parent, any Parent Subsidiary nor any other Person on behalf of Parent or any Parent Subsidiary makes any other express or implied representation or warranty with respect to Parent or any Parent Subsidiary or with respect to any other information provided to the Company or any Company Subsidiary in connection with the transactions contemplated hereunder. Neither Parent nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any Company Subsidiary or any other Person resulting from the distribution to them, or their use of, any such information, including any information, documents, projections, forecasts or other material made available to them in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly included in a representation or warranty contained in this Article III. The Company and Cecil Bank acknowledge that neither Parent nor any Parent Subsidiary makes any representations or warranties except for the representations and warranties contained in this Article III, and that they have not relied on any representation or warranty other than those set forth in this Article III.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF ACQUISITION SUBSIDIARY

Acquisition Subsidiary hereby represents and warrants to the Company and Cecil Bank that:

Section 4.01 Organization. Acquisition Subsidiary is a corporation duly organized, validly existing and duly subsisting under the laws of the Commonwealth of Pennsylvania. All shares of Acquisition Subsidiary are validly issued, fully paid and non-assessable and owned directly by Parent free and clear of any lien, charge or other encumbrance.

Section 4.02 Authority. Acquisition Subsidiary has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of the transactions described herein have been duly and validly authorized by all necessary corporate actions (including, without limitation, member action) in respect thereof on the part of Acquisition Subsidiary. This Agreement will be a valid and binding obligation of Acquisition Subsidiary, enforceable against Acquisition Subsidiary in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency and other similar laws affecting creditor’s rights or general principles of equity.

Section 4.03 Approval. Parent will, as sole shareholder of Acquisition Subsidiary, vote to approve this Agreement and the Merger.

Section 4.04 Funding. As required by this Agreement, three (3) days prior to the Closing Date, Acquisition Subsidiary will have available cash sufficient to pay the amounts required to be paid to Company stockholders pursuant to this Agreement, the Merger Agreement and upon consummation of the Merger.

Section 4.05 No Business or Activities. Acquisition Subsidiary does not conduct business or any activities other than those required of the Merger, this Agreement and the Merger Agreement. Prior to the Effective Time of the Merger, Acquisition Subsidiary will engage only in the transactions contemplated by this Agreement and the Merger Agreement and will have no material liabilities and will have incurred no material obligations except in connection with the performance of the transactions provided in this Agreement and the Merger Agreement.

Section 4.06 Quality of Representations. The representations made by Acquisition Subsidiary in this Agreement are true, correct and complete in all material respects and do not omit statements necessary to make the representations not misleading under the circumstances.

ARTICLE V
COVENANTS OF THE PARTIES

Section 5.01 Conduct of the Company’s Business.

Section 5.02 Conduct of Parent’s, Acquisition Subsidiary’s and Parent Bank’s Business.

Except as expressly permitted by this Agreement or with the prior approval of the Company and Cecil Bank, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, (i) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not being satisfied; (ii) take any action that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of the parties to obtain any necessary approvals of any Governmental Entity required for the consummation of the transactions contemplated hereby; (iii) take any action or fail to take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iv) conduct its business other than in the ordinary and usual course consistent with past practice or fail to use its reasonable best efforts to maintain and preserve intact their business organizations, assets and employees and

relationships with customers, suppliers, employees, and business associates; or (v) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.02.

Section 5.03 Access; Confidentiality.

Section 5.04 Regulatory Matters and Consents.

Section 5.05 Taking of Necessary Action. Parent and the Company shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part so as to permit completion of the Merger as soon as practicable after the date hereof, including, without limitation, (a) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither party or its Subsidiaries shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of the other party, (b) requesting the delivery of all opinions, consents and letters from its counsel and independent auditors required for the satisfaction of all obligations of this Agreement prior to Closing, and (c) satisfy all conditions to this Agreement. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement.

Section 5.06 Indemnification; Insurance.

Section 5.07 No Other Bids and Related Matters. So long as this Agreement remains in effect, the Company shall not and shall not authorize or permit any of its directors, officers, employees, agents or shareholders to directly or indirectly (a) solicit, initiate or encourage any inquiries relating to, or the making of any proposal which relates to, an Acquisition Proposal, (b) recommend or endorse

an Acquisition Proposal, (c) participate in any discussions or negotiations regarding an Acquisition Proposal, (d) provide any third party (other than Parent or an Affiliate of Parent) with any nonpublic information in connection with any inquiry or proposal relating to an Acquisition Proposal, or (e) enter into an agreement with any other party with respect to an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations previously conducted with any parties other than Parent and the Parent Subsidiaries with respect to any of the foregoing, and will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in this sentence of the obligations undertaken in this Section 5.07. The Company will notify Parent orally (within three (3) days) and in writing (within four (4) days) if any inquiries or proposals relating to an Acquisition Proposal are received or any such negotiations or discussions are sought to be initiated or continued. Notwithstanding the foregoing, the board of directors of the Company may respond to, in a manner it deems appropriate, recommend or endorse, participate in any discussions, provide any third party with nonpublic information, or enter into an agreement regarding, unsolicited inquiries relating to an Acquisition Proposal, in each case, if the Company board of directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so would result in a breach of their fiduciary duties. Nothing contained in this Agreement shall prevent the Company from complying with its obligation to pay the termination fee provided in Section 8.01.

Section 5.08 Duty to Advise; Duty to Update Disclosure Schedule. Each of Parent and the Company shall promptly advise the other party of any change or event having or reasonably likely to have a Material Adverse Effect on it or which it believes would or would be reasonably likely to cause or constitute a breach of any of its representations, warranties or covenants set forth herein. Parent and the Company shall each update its Disclosure Schedule as promptly as practicable after the occurrence of any event or fact which, if such event or fact had occurred prior to the date of this Agreement, would have been disclosed in such Disclosure Schedule. The delivery of such updated Disclosure Schedule shall not relieve either party from liability for any breach or violation of this Agreement and shall not have any effect for the purposes of determining the satisfaction of the condition set forth in Sections 6.01(c) or 6.02(c).

Section 5.09 Current Information.

Section 5.10 Phase I Environmental Audit. The Company shall permit Parent to the extent it so elects within ninety (90) days of the date of this Agreement, at its own expense, to cause a “Phase I Environmental Audit” to be performed at any physical location owned or occupied by the Company or any of its Subsidiaries on the date hereof.

Section 5.11 Stockholders Meeting.

Section 5.12 Public Announcements. Each of Parent and the Company shall cooperate and shall cause its respective officers, directors, employees and agents to cooperate in good faith, consistent with their respective legal obligations, in the preparation and distribution of, and agree upon the form, substance and timing of, any press release related to this Agreement and the transactions contemplated hereby, and any other public disclosures related thereto, including without limitation, communications to shareholders and internal announcements and customer disclosures, but nothing contained herein shall prohibit either party from making any disclosure which its counsel deems necessary under applicable law.

Section 5.13 Maintenance of Insurance. From the date hereof until the Effective Time, Parent and the Company shall maintain, and cause its respective Subsidiaries to maintain, insurance in such amounts as are reasonable to cover such risks as are customary in relation to the character and location of its properties and the nature of its business.

Section 5.14 Maintenance of Books and Records. From the date hereof until the Effective Time, Parent and the Company shall maintain, and cause its respective Subsidiaries to maintain, books of account and records in accordance with GAAP applied on a basis consistent with those principles used in preparing the financial statements heretofore delivered in accordance with this Agreement.

Section 5.15 Taxes. Parent and the Company shall file, or cause to be filed, all federal, state, and local Tax Returns required to be filed by them or its respective Subsidiaries on or before the date such returns are due (including any extensions) and shall pay or cause to be paid all Taxes shown to be due on such Tax Returns on or before the date such payment is due. All agreements or arrangements the principal purpose of which is Tax sharing or allocation among the Company and its Subsidiaries, shall be terminated as of the Effective Time.

Section 5.16 Employee Benefits.

Section 5.17 System Conversion. The Company shall perform and shall cause its officers and employees to perform all actions necessary and appropriate to permit a timely, orderly, and cost

effective conversion of computer, data processing, core operations, and platform systems as soon as practicable after the Effective Time, including but not limited to undertaking and performing team meetings, data mapping, preparation of test files, and payment of any and all reasonable upfront conversion fees or expenses, in connection therewith such amount shall be mutually agreed upon with Parent.

Section 5.18 Severance. Parent shall and shall cause Parent Bank to use its best efforts to continue the employment of all employees employed at the Effective Time by the Company or Cecil Bank in positions that will contribute to the successful performance of the combined organization. Provided such employee executes a customary form of release, Parent agrees to and agrees to cause Parent Bank to provide severance pay, as set forth below, to any such employee of the Company or any Company Subsidiary whose employment is terminated as of or within twelve (12) months following the Effective Time if (i) such employee’s position is eliminated or (ii) such employee is not offered or retained in comparable employment (i.e., a position of generally similar job description, responsibilities, and base salary) with Parent or any Parent Subsidiary, excluding any employee (a) who is entitled to severance pay, a change in control payment or other similar payment under an existing employment, change in control agreement, severance agreement, or other agreement, (b) whose employment is terminated for cause (as determined by Parent, in good faith), or (c) who voluntarily leaves employment with the Company or Cecil Bank or Parent or Parent Bank for reasons other than (i) and (ii) above (“Eligible Employee”). A Company or Cecil Bank employee who is offered a position with Parent or Parent Bank which would require such employee to relocate such employee’s regular place of employment more than thirty (30) miles from his or her regular place of employment as of the Effective Time, who does not accept such offer of employment, shall be deemed to have been terminated and to be an Eligible Employee. Eligible Employees shall receive severance equal to two (2) weeks’ pay for each full year of continuous service with a minimum severance benefit of four (4) weeks’ pay and a maximum severance benefit of twenty-six (26) weeks’ pay; and will have the right to continue coverage under the respective group health plan in accordance with the terms of the plan and IRC 4980B or 40 P.S. §756.2 et seq. During the severance payment term or until the employee is enrolled in another health plan, whichever occurs first, Parent or the Parent Subsidiaries will continue to pay the employer’s share of medical benefits that it pays for its employees generally, provided that any coverage period required under IRC 4980B shall run concurrently with the period that Parent or Parent’s Subsidiaries pays the employer’s share of health coverage.

Section 5.19 Regulatory Conditions. In the event of the imposition of any Materially Burdensome Regulatory Condition in connection with the Regulatory Approvals, Parent shall use its commercially reasonable best efforts to obtain the removal of any such condition and the Company shall use its commercially reasonable best efforts to assist Parent in this regard.

Section 5.20 Additional Agreements. In the case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including any merger between a Subsidiary of Parent, on the one hand, and Company Subsidiary, on the other hand, or to vest Parent with full title to all properties, assets, rights, approvals, immunities and franchises of either party to the Merger, the proper officers and directors of each party and their respective Subsidiaries shall take all such action as may be reasonably requested by, and at the sole expense of Parent.

Section 5.21 Retention. Parent and Company acknowledge that it may be appropriate to provide certain employees of Cecil Bank who will not be retained as employees of Parent or Parent Bank following either the Effective Time or system conversion (or a specified period thereafter) with an incentive, in the form of a “retention” or “stay” bonus, to remain in the employ of the Company and/or Cecil Bank until the Effective Time or system conversion or such other time after the Effective Time or system conversion. The Company may adopt, in consultation with and approval of Parent (not to be unreasonably withheld), a retention plan (the “Retention Plan”) in an amount not to exceed $100,000. The Company and Parent shall mutually agree with respect to the identification of such employees and the timing and amount of the payment of any such retention bonus pursuant to this Section 5.21. No such payment made or agreed to prior to the Effective Time shall be considered in determining whether there has been a Material Adverse Effect on the Company.

Section 5.22 Conforming Accounting.  Upon written confirmation from Parent that all conditions to closing set forth in Article VI have been satisfied or waived, at the request of Parent, the Company and Cecil Bank, as applicable, shall no earlier than five (5) days prior to Closing establish and take such accruals and expenses as Parent reasonably shall request so long as such accruals and expenses are in accordance with United States generally accepted accounting principals. In addition, upon written confirmation from Parent that all conditions to closing set forth in Article VI have been satisfied or waived, and no earlier than five (5) days prior to the Effective Time, at the request of Parent and in accordance with the United States generally accepted accounting principals, the Company and Cecil Bank shall (A) accrue and expense all expenses not previously reflected on the financial statements related to payment obligations under the Company or Cecil Bank contractual obligations, including termination fees, deferred compensation plans, change in control plans, employment contracts and termination agreements and (B) pay any outstanding and unpaid penalties, fines, levies, or costs imposed, issued, levied, adjudicated, or pronounced against the Company or Cecil Bank.

Section 5.23 Control. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 5.24 Actions. Company and Cecil Bank shall take no action or position that would inhibit or prevent, or fail to take any action that would permit, or file any report, return or filing that would inhibit or prevent, the Merger from qualifying under IRC Section 338 as a stock purchase.

Section 5.25 Amend Corporate Documents. Company, Cecil Bank and the Company Subsidiaries shall amend or modify their articles of incorporation or bylaws or any other documents in a manner reasonably requested by Parent, if necessary, to effectuate the transactions contemplated hereby.

Section 5.26 Cooperating Actions. Company and Cecil Bank shall use commercially reasonable best efforts for Exhibits E and F to be executed by the individuals indicated on Schedule 1.

Section 5.27 Certain Loans. Prior to the Closing Date, the Company shall cause Cecil Bank to sell and Cecil Bank shall sell the Schedule 2 Loan Notes, which Schedule 2 Loan Notes have been selected by Parent and Company for disposition and sale, to a third party that is not a director, officer, employee, Affiliate or agent of the Company or Cecil Bank. If for any reason, the Schedule 2 Loan Notes are not sold prior to Closing, then immediately prior to Closing, the Company shall cause Cecil Bank to transfer and Cecil Bank shall transfer the Schedule 2 Loan Notes to an entity for the benefit of and controlled by the stockholders of the Company as of the Effective Time so that as of Closing there are no Schedule 2 Loan Notes on the balance sheets of Cecil Bank or any Company Subsidiary or Affiliate.

ARTICLE VI
CONDITIONS

Section 6.01 Conditions to Obligations of the Company under this Agreement. The obligations of the Company and Cecil Bank hereunder shall be subject to satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Company and Cecil Bank pursuant to Section 8.03 hereof:

Section 6.02 Conditions to Obligations of Parent and Acquisition Subsidiary under this Agreement. The obligations of Parent and Acquisition Subsidiary hereunder shall be subject to satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by Parent pursuant to Section 8.03 hereof:

ARTICLE VII
TERMINATION

Section 7.01 Termination. This Agreement may be terminated on or at any time prior to the Closing Date:

Section 7.02 Effect of Termination. If this Agreement is terminated pursuant to Section 7.01 hereof, this Agreement shall forthwith become void (other than Section 5.03 and Section 8.01 hereof, which shall remain in full force and effect), and there shall be no further liability on the part of Parent or the Company to the other, except for any liability arising out of any uncured willful material breach of any covenant or other agreement contained in this Agreement or any willful or fraudulent breach of a representation or warranty.

ARTICLE VIII
MISCELLANEOUS

Section 8.01 Expenses.

And in the case of both (A) and (B), prior thereto, (1) there has been an announcement of an Acquisition Proposal by a person or group (as that term is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than Parent, Parent Bank, or an Affiliate of Parent, and (2) in the instance where the Company stockholders meeting is held, such person or group shall have not withdrawn such Acquisition Proposal at least twenty (20) days prior to the Company stockholders meeting.

Section 8.02 Non-Survival. All representations, warranties and, except to the extent specifically provided otherwise herein, agreements and covenants, other than those covenants that by their terms are to be performed after the Effective Time, including without limitation the covenants set forth in Sections 1.02(c), (d), (e), (f), (h), (i), (j), (k), (l), 5.06, 5.07, 5.16 through 5.20, 5.24 and 8.01, hereof which shall survive the Merger, shall terminate at the Effective Time.

Section 8.03 Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise, provided that any amendment, extension or waiver granted or executed after stockholders of the Company have approved this Agreement shall not modify either the amount or the form of the Merger Consideration to be provided hereby to holders of the Company Common Stock upon consummation of the Merger or otherwise materially adversely affect the shareholders of the Company or Parent without the approval of the shareholders who would be so affected. This Agreement may not be amended except by an instrument in writing authorized by the respective boards of directors of Parent and the Company and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 8.04 Entire Agreement. This Agreement, including the documents and other writings referred to herein or delivered pursuant hereto, contains the entire agreement and understanding of the parties with respect to its subject matter. This Agreement supersedes all prior arrangements and understandings between the parties, both written and oral, with respect to its subject matter. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors; provided, however, that nothing in this Agreement, expressed or implied, except for Section 5.06 is intended to confer upon any party, other than the parties hereto and their respective successors, any rights, remedies, obligations or liabilities.

Section 8.05 No Assignment. Neither party hereto may assign any of its rights or obligations hereunder to any other person, without the prior written consent of the other party hereto.

Section 8.06 Notices. All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by prepaid registered or certified mail (return receipt requested) addressed as follows:

ENB Financial Corp

31 E. Main Street

Ephrata, PA 17522

Attention: Jeffrey S. Stauffer, President and Chief Executive Officer

Telecopy No.: 717-733-9181

E-mail: JStauffer@epnb.com

With copy to:

Bybel Rutledge LLP

1017 Mumma Road, Suite 302

Lemoyne, PA 17043

Attention: Nicholas Bybel, Jr., Esquire

Telecopy No.: 717-731-8205

E-mail: bybel@bybelrutledge.com

Cecil Bancorp, Inc.

127 North Street

Elkton, MD 21921

Attention: J. William Knott, President and Chief Executive Officer

Telecopy No.: 410-392-8370

E-mail: bknott@cecilbank.com

With copy to:

Nelson Mullins Riley & Scarborough LLP

Greenville One, Suite 400

Greenville, SC 29601

Attention: Benjamin A. Barnhill

Telecopy No.: 864-373-2925

E-mail: ben.barnhill@nelsonmullins.com

Section 8.07 Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 8.08 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. This Agreement shall become binding when one or more counterparts hereof individually or taken together, shall bear the signature of all the persons reflected hereon as the signatories. A facsimile, electronic, or similar reproduction of a signature by one or any of the undersigned shall be treated as an execution in writing for purposes of the execution of this Agreement.

Section 8.09 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party, and shall be enforced to the greatest extent permitted by law.

Section 8.10 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic internal law (without regard to its conflicts of law principles) of the Commonwealth of Pennsylvania except to the extent that the Federal laws of the United States of America shall apply.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Exhibit 2.1

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signature Page to Agreement and Plan of Stock Acquisition

Exhibit A

AGREEMENT AND PLAN OF MERGER

Of

ENB SOUTH ACQUISITION SUBSIDIARY, INC.

with and into

CECIL BANCORP, INC.

THIS AGREEMENT AND PLAN OF MERGER is dated as of August __, 2025, between ENB SOUTH ACQUISITION SUBSIDIARY, INC. (“Acquisition Subsidiary”), a Pennsylvania corporation recently formed pursuant to the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”) for the sole purpose of effecting the Merger, as defined below, and CECIL BANCORP, INC., a Maryland corporation (the “Company”‘).

WITNESSETH:

WHEREAS, Acquisition Subsidiary and the Company are parties to an Agreement and Plan of Stock Acquisition of even date herewith (the “Acquisition Agreement”) which provides, among other things, for the merger of Acquisition Subsidiary with and into the Company (the “Merger”‘);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Acquisition Agreement, and for the purpose of stating the method, terms and conditions of the Merger, including the rights of the stockholders of the Company, and such other details and provisions as are deemed desirable, the parties hereto, intending to be legally bound hereby, agree as follows:

1.                  The Merger. Subject to the terms and conditions of this Agreement and the Acquisition Agreement, at the Effective Time (which term, as used herein, is defined in the Acquisition Agreement), Acquisition Subsidiary shall be merged with and into the Company, which shall survive the Merger (the “Surviving Corporation”).

2.                  Articles of Incorporation. The Articles of Incorporation of the Company as in effect immediately prior to the Effective Time shall be at the Effective Time the Articles of Incorporation of the Surviving Corporation until thereafter altered, amended or replaced in accordance with law.

3.                  Bylaws. The Bylaws of the Company as in effect immediately prior to the Effective Time shall be at the Effective Time the Bylaws of the Surviving Corporation until thereafter altered, amended or replaced in accordance with law.

4.                  Conversion of Shares. The shares of Company common stock, $0.01 par value per share (collectively the “Shares”), shall be converted in accordance with the terms set forth in Section l.02 of the Acquisition Agreement.

5.                  Surrender and Exchange of Company Certificates. The certificates underlying the Shares shall be surrendered and exchanged for consideration in the manner set forth in Section 1.02 of the Acquisition Agreement.

6.                  Board of Directors and Officers. The directors and officers of Acquisition Subsidiary as in effect immediately prior to the Effective Time shall constitute the directors and officers of the Surviving Corporation on and immediately after the Effective Time.

7.                  Dissenters’ Rights of Company Stockholders. The rights and remedies of a dissenting stockholder as set forth in Title 3, Subtitle 2 of the MGCL shall be afforded to any holder of Company Common Stock who objects to the Merger and who takes the necessary steps to perfect the rights of a dissenting stockholder.

8.                  Termination and Amendment. Notwithstanding prior approval by the stockholders of the Company, this Agreement may be amended, modified or terminated including for the reason that the Acquisition Agreement is amended, modified or terminated as provided for therein. In the event there is termination after the delivery of the Statement of Merger to the Pennsylvania Department of State or Articles of Merger to the Maryland Department of Assessments & Taxation, the parties shall execute and file with the Pennsylvania Department of State or Maryland Department of Assessments & Taxation, prior to the Effective Time, a statement of termination.

9.                  Agreement Conditional Upon Consummation of Acquisition Agreement. This Agreement and the transactions contemplated hereunder are conditioned upon the consummation of the Acquisition Agreement.

10.              Counterparts; Headings. This Agreement may be executed in several counterparts, and by the parties hereto on separate counterparts, each of which will constitute an original. The headings and captions contained herein are for reference purposes only and do not constitute a part hereof.

11.              Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the Commonwealth of Pennsylvania.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, by their officers thereunto duly authorized, have executed this Agreement as of the day and

year first above written.

Exhibit B

PLAN OF LIQUIDATION AND DISSOLUTION
OF
CECIL BANCORP, INC.

This Plan of Liquidation and Dissolution (the “Plan”), dated as of ___________ (the “Plan Date”), is intended to accomplish the liquidation, dissolution and winding up of CECIL BANCORP, INC., a Maryland corporation (the “Corporation”), in accordance with the Maryland General Corporation Law (the “MGCL”) and Sections 332 and 337 of the Internal Revenue Code of 1986, as amended (the “Code”).

1.                  Approval and Adoption of Plan. The directors of the Corporation (the “Directors”) took action by unanimous written consent in lieu of a meeting on ______________ (“Directors’ Meeting Date”), and voted to propose to, ENB FINANCIAL CORP, the sole stockholder of the Corporation (the “Stockholder”) that the Corporation be liquidated and dissolved in accordance with the Plan. The Corporation has elected to liquidate and dissolve pursuant to the authority set out below. The Directors further adopted the following Plan for winding up, liquidating and dissolving the Corporation including liquidating and distributing its assets on the Plan Date.

The Stockholder of the Corporation took action by written consent in lieu of a meeting on _________ (the “Adoption Date”) and 100% of all the votes entitled to be cast approved liquidation and dissolution and adopted the Plan as recommended by the Directors, provided however, that this Plan shall not be adopted before the Effective Time of the Merger as provided for in the Agreement and Plan of Merger of ENB South Acquisition Subsidiary, Inc. with and into Cecil Bancorp, Inc. dated as of August 12, 2025 (the “Merger Agreement”) and is conditioned upon the Effective Time of the Merger as defined in the Merger Agreement.

2.                  General Authorization. The Directors are authorized as of the Effective Date, without further action by the Stockholder, to do and perform or cause the Officers of the Corporation (the “Officers”), subject to approval of the Directors, to do and perform any and all acts, and to make, execute, deliver or adopt any and all agreements, resolutions, conveyances, certificates and other documents of every kind that are deemed necessary, appropriate or desirable, in the absolute discretion of the Directors, to implement the winding up of the business according to the Plan of Dissolution which is adopted by the Directors and the contemplated transactions, including, but not limited to:

(a)               Collecting all debts.

(b)               Selling all or substantially all of the assets of the Corporation.

(c)               Paying all expenses incurred in connection with the implementation of this Plan including, but not limited to, any legal, accounting, consulting, brokerage, professional, and other fees and expenses of persons or entities providing services to the Corporation.

(d)               Satisfying, settling, or rejecting all liabilities, debts, or obligations of the Corporation whether through payment or making adequate provisions for payments.

(e)               Mailing notice of dissolution to known creditors and employees.

(f)                Publishing notice of dissolution.

(g)               Prosecuting and defending actions or proceedings by or against the Corporation.

(h)               Distributing assets of the Corporation to the Stockholder to the fullest extent permitted by the MGCL.

(i)                 Filing all final tax returns, making final payments, and closing any tax accounts or obligations required by any state or federal law or regulation including, but not limited to, filing the IRS Form 966 with the IRS and any documents with the Maryland State Department of Assessments & Taxation (“SDAT”) to effect winding up its affairs and liquidating and dissolving the Corporation.

(j)                 Withdrawing any qualification to conduct business in any state in which the Corporation transacts business.

(k)               Interpreting the provisions of this Plan.

Notwithstanding authorization or consent to this Plan and the transactions contemplated hereby by the Stockholder, the Directors are authorized to modify, amend, or abandon this Plan and the transactions contemplated hereby without further action by the Stockholder to the extent permitted by the MGCL.

3.                  Indemnification. The Corporation shall continue to indemnify its Officers, Directors, and employees in accordance with the MGCL, its articles of incorporation, bylaws, any contractual arrangements and its existing directors’ and officers’ liability insurance policy, for acts and omissions in connection with the implementation of this Plan and the winding up of the affairs of the Corporation. The Directors, in their absolute discretion, are authorized to obtain and maintain insurance as may be necessary or appropriate to cover the Corporation’s obligation hereunder, including seeking an extension of time and coverage of the Corporation’s insurance policies currently in effect. Furthermore, the Directors, in their absolute discretion, may authorize the payment of a retainer fee to a law firm or law firms selected by the Directors for legal fees and expenses of the Corporation, including, among other things, to cover any costs payable pursuant to the indemnification of the Corporation’s Officers or Directors provided by the Corporation pursuant to its articles of incorporation, bylaws, the MGCL, or otherwise in connection with the implementation of this Plan and the winding up of the affairs of the Corporation.

4.                  Articles of Dissolution. After the Adoption Date, the Corporation shall prepare and file articles of dissolution with the SDAT in accordance with the provisions of the MGCL. The Corporation shall be dissolved on the date the SDAT accepts its articles of dissolution for record (the “Effective Date”).

5.                  Cessation of Business Activities. This Plan is intended to be a complete plan of liquidation and dissolution of the Corporation. The Corporation shall cease to carry on its business after the Effective Date of liquidation and dissolution, except as is appropriate to wind up and liquidate its business and affairs, including taking such actions as the Directors deem necessary to preserve the value of the Corporation’s assets, selling, and liquidating its

properties and assets, making distributions to the Stockholder in accordance with this Plan, and the hiring or retaining such employees and consultants as necessary or desirable, in the absolute discretion of the Directors, to carry out the winding up, liquidiation and dissolution of the Corporation in accordance with this Plan.

6.                  Liquidation under Code Sections 332 and 337. It is intended that this Plan shall be a plan of complete liquidation of the Corporation under Sections 332 and 337 of the Code.

7.                  Filing of Tax Forms. The Corporation shall file final returns, pay final obligations, and close all tax accounts as listed below. The Corporation shall file:

(a)               Internal Revenue Service (“IRS”) Form 966 with the IRS not later than 30 days following the Adoption Date. If the Corporation amends this Plan, it shall file an additional Form 966 within 30 days of the amendment.

(b)               Federal income tax return with the IRS not later than the 15th day of the third full month following the date of dissolution, which is the Adoption Date for IRS purposes.

(c)               IRS Forms 1096 and 1099 with the IRS on or before February 28 of the next calendar year if the Corporation made a distribution of $600 or more of its capital stock to a stockholder during the current year. The Corporation shall file a separate Form 1099 for each stockholder to whom it made the distribution.

(d)               IRS Forms W-2 and W-3 for any payroll-related withholding taxes.

(e)               Other tax filings, with the IRS, the State of Maryland or any other state in which the Corporation transacts business such as sales tax, payroll tax, workers’ compensation, unemployment, or franchise tax.

8.                  Notice of Dissolution. The Corporation shall send notice that liquidation and dissolution of the corporation has been approved to each known claimant and employee of the Corporation as provided by Section 3-404 of the MGCL. This notice must be sent not less than 20 days before filing the articles of dissolution with the SDAT.

9.                  Settling Claims. The Corporation shall proceed to collect its assets, dispose of its properties, and apply them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation.

10.              Plan of Distribution.

(a)               On and after the Effective Date, the Corporation shall liquidate the Corporation’s assets in accordance with the terms of this Plan and the MGCL. This action by and on behalf of the Corporation will not require further approval by the Directors or Stockholders and may include efforts such as: (i) undertaking all reasonable efforts to collect on assets of the Corporation, including taking such actions necessary to collect any amounts due to the Corporation by a third party, a Stockholder, employee, or Director; (ii) selling all or substantially all of the Corporation’s assets; and (iii) disposing of any property of the Corporation that is not to be distributed in kind to the Stockholder. The Corporation will not be required to obtain appraisals or other third-party opinions as to the value of its properties and

assets in connection with liquidation or dissolution. In connection with such collection, sale, exchange, and other disposition of assets, the Corporation shall collect or make provision for the collection of all accounts receivable, debts, and claims owing to the Corporation.

(b)               On and after the Effective Date, the Corporation shall discharge, or make provision for discharging, its liabilities, and shall settle known claims as they are received or reject them accordingly.

(c)               Subject to the foregoing, the Corporation has discretion in determining the manner for the distributions to be completed. Distributions made pursuant to the Plan or any other requirements of the MGCL may occur at a single time or be undertaken in a series of transactions. Unless otherwise provided herein, the distributions may be in cash or in assets or in some combination of such.

(d)               The distributions to the Stockholder pursuant to the terms of this Plan, if any, shall be in complete redemption and cancellation of all of the issued and outstanding shares of the Corporation. As a condition to receipt of any distribution, the Directors, in their absolute discretion, may require the Stockholder to (i) surrender its certificates evidencing the shares of the Corporation or its agents for recording of such distributions thereon; or (ii) furnish the Corporation with evidence satisfactory to the Directors, in their sole discretion, regarding the loss, theft or destruction of its certificates evidencing the shares in the Corporation.

(e)               Adoption of this Plan by the Stockholder shall constitute the approval of the Stockholder of the sale, exchange, or other disposition in liquidation of all of the property and assets of the Corporation, whether such sale, exchange, or other disposition occurs in one transaction or a series of transactions, and shall constitute ratification of all contracts for sale, exchange or other disposition which are conditioned on adoption of this Plan.

(f)                If any creditor, claimant, or stockholder of the Corporation entitled to a share in the distribution of the Corporation’s assets cannot be found within 60 days after the final distribution, the Corporation shall pay that person’s share to the Maryland State Comptroller’s Office as abandoned property in accordance with Title 17 of the Commercial Law Article and the Maryland Uniform Disposition of Abandoned Property Act.

Exhibit C

FORM OF

BANK PLAN OF MERGER

THIS BANK PLAN OF MERGER (“Plan of Merger”) dated August ___, 2025, is by and between CECIL BANK, a Maryland bank (“Cecil Bank”), and THE EPHRATA NATIONAL BANK, a national banking association (“Parent Bank”).

Background:

1.                  Parent Bank is a national banking association and a wholly owned subsidiary of ENB Financial Corp, a Pennsylvania corporation (“Parent”). The authorized capital stock of Parent Bank consists of 12,000,000 shares of common stock, par value $0.20 per share (“Parent Bank Common Stock”), of which at the date hereof _____ shares are issued and outstanding.

2.                  Cecil Bank is a Maryland bank and a wholly owned subsidiary of Cecil Bancorp, Inc., a Maryland corporation (the “Company”). The authorized capital stock of Cecil Bank consists of (i) 100,000 shares of common stock, par value $10.00 per share (“Cecil Bank Common Stock”), of which at the date hereof ___________ shares are issued and outstanding; and (ii) 50,000 shares of preferred stock, par value $10.00 per share, of which no shares are issued and outstanding.

3.                  The respective boards of directors of Parent Bank and Cecil Bank deem the merger of Cecil Bank with and into Parent Bank, pursuant to the terms and conditions set forth or referred to in this Plan of Merger, to be desirable and in the best interests of the respective corporations and their respective shareholders.

4.                  The respective boards of directors of Parent Bank and Cecil Bank have adopted resolutions approving this Plan of Merger. The respective Boards of Directors of Parent and the Company have adopted resolutions approving an Agreement and Plan of Stock Acquisition dated August 12, 2025, (the “Agreement”) by and among Parent, Parent Bank, ENB South Acquisitions Subsidiary, Inc. (“Acquisition Subsidiary”), the Company and Cecil Bank, providing for a merger of Acquisition Subsidiary, a wholly owned subsidiary Parent, with and into the Company with the Company being the survivor (the “Holding Company Merger”). This Plan of Merger is being executed by Parent Bank and Cecil Bank pursuant to the Agreement. This Plan of Merger is conditioned upon the effectiveness of the Company Plan of Liquidation (as defined in the Agreement) and the consummation of the Agreement.

Agreements:

In consideration of the premises and of the mutual covenants and agreements contained in this Plan of Merger, and in accordance with the applicable laws and regulations of the United States of America, Parent Bank and Cecil Bank, intending to be legally bound hereby, agree:

ARTICLE I

MERGER

Subject to the terms and conditions of this Plan of Merger and in accordance with the applicable laws and regulations of the United States of America on the “Effective Time” (as that term is defined in Article V hereof): (i) Cecil Bank shall merge with and into Parent Bank; (ii) the separate existence of Cecil Bank shall cease; and (iii) Parent Bank shall be the surviving corporation (such transaction referred to in this Plan of Merger as the “Merger” and Parent Bank, as the surviving corporation in the Merger, referred to in this Plan of Merger as the “Surviving Bank”). Parent Bank will have its home office at Ephrata, Lancaster County, Pennsylvania and its branch offices at the present locations of each of the existing authorized branch offices of Parent Bank and Cecil Bank.

ARTICLE II

CHARTER AND BYLAWS

On and after the Effective Time, the articles of association and bylaws of Parent Bank, as in effect immediately prior to the Effective Time, shall automatically be and remain the articles of association and bylaws of the Surviving Bank, until altered, amended or repealed.

ARTICLE III

BOARD OF DIRECTORS AND OFFICERS

On and after the Effective Time, the directors and officers of Parent Bank, as in office immediately prior to the Effective Time, shall be and remain the directors and officers of the Surviving Bank.

ARTICLE IV

CONVERSION OF SHARES

4.1       Stock of Parent Bank. Each share of Parent Bank Common Stock issued and outstanding immediately prior to the Effective Time shall, on and after the Effective Time, continue to be issued and outstanding as a share of common stock of the Surviving Bank.

4.2       Stock of Cecil Bank. Each share of Cecil Bank Common Stock issued and outstanding immediately prior to the Effective Time, and each share of Cecil Bank Common Stock issued and held in the treasury of Cecil Bank as of the Effective Time, if any, shall, on the Effective Time, be cancelled, and no cash, stock or other property shall be delivered in exchange therefor.

ARTICLE V

EFFECTIVE DATE OF THE MERGER

The Merger shall be effective on a date (the “Effective Time”) which shall be the later of (i) the date on which all filings with government agencies as may be required under applicable laws and regulations for the Merger to become effective have been made and all regulatory

approvals therefor shall have been received and first become effective, and (ii) subsequent to and immediately after the effectiveness of the Company Plan of Liquidation.

ARTICLE VI

EFFECT OF THE MERGER

6.1       Separate Existence. On the Effective Time, the separate existence of Cecil Bank shall cease, and all of the property (real, personal and mixed), rights, powers, duties and obligations of Cecil Bank shall be taken and deemed to be transferred to and vested in the Surviving Bank, without further act or deed, as provided by applicable laws and regulations.

6.2       Deposit Accounts. After the Effective Time, (i) each deposit account liability of Parent Bank and each deposit account liability of Cecil Bank shall be and become, automatically and by operation of law, the equivalent deposit account liability of the Surviving Bank, and (ii) the Surviving Bank will continue to issue deposit accounts on the same basis as Parent Bank had immediately prior to the Effective Time.

ARTICLE VII

CONDITIONS PRECEDENT

The obligations of Parent Bank and Cecil Bank to effect the Merger shall be subject to satisfaction, unless duly waived by the party permitted to do so, of the conditions precedent set forth in the Agreement and the effectiveness of the Company Plan of Liquidation.

ARTICLE VIII

TERMINATION

This Plan of Merger shall terminate upon any termination of the Agreement in accordance with its terms; provided, however, that any such termination of this Plan of Merger shall not relieve any party hereto from liability on account of a breach by such party of any of the terms hereof or thereof.

ARTICLE IX

AMENDMENT

Subject to applicable law, this Plan of Merger 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 Cecil Bank and Parent Bank.

ARTICLE X

MISCELLANEOUS

10.1       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 of Merger.

10.2       Notices. Any notice or other communication required or permitted under this Plan of Merger shall be given, and shall be effective, in accordance with the notice provisions of the Agreement.

10.3       Captions. The headings of the several Articles and Sections in this Plan of Merger 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 of Merger.

10.4       Counterparts. For the convenience of the parties hereto, this Plan of Merger 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.

10.5       Governing Law. This Plan of Merger shall be governed by and construed in accordance with the federal laws of the United States of America, and by Pennsylvania law in the absence of controlling Federal law.

10.6       Severability. Any term or provision of this Plan of Merger which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Plan of Merger or affecting the validity or enforceability of any of the terms or provisions of this Plan of Merger in any other jurisdiction, and if any provision of this Plan of Merger is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party or its shareholders. Upon any such determination, Parent Bank and Cecil Bank shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, The Ephrata National Bank and Cecil Bank have caused this Plan of Merger to be executed by their duly authorized officers and their corporate seals to be hereunto affixed on the date first written above.

Exhibit D

FORM OF CECIL BANCORP, INC.

LETTER AGREEMENT

August ___, 2025

ENB Financial Corp

31 E. Main Street

Ephrata, PA 17522

Ladies and Gentlemen:

ENB Financial Corp (“Parent”), ENB South Acquisition Subsidiary, Inc. (“Acquisition Subsidiary”), The Ephrata National Bank, Cecil Bancorp, Inc. (the “Company”) and Cecil Bank are entering into concurrently herewith an Agreement and Plan of Stock Acquisition to be dated as of August 12, 2025 (the “Agreement”).

Pursuant to the proposed Agreement, among other things, and subject to the terms and conditions set forth therein, Acquisition Subsidiary will merge with and into the Company, with the Company surviving the merger (the “Merger”).

Parent has requested, as a condition to its willingness to enter into the Agreement, that the undersigned (the “Shareholder”), being a director, executive officer or significant stockholder of the Company, executes and delivers to Parent this letter agreement (“Letter Agreement”).

Shareholder understands that Parent is requiring, as an inducement to its execution and delivery to the Company of the Agreement, that Shareholder execute and deliver to Parent this Letter Agreement.

As used herein, the term “Shares” means all shares of Company Common Stock Shareholder owns of record or beneficially on the date of this Letter Agreement and all Seller Shares that Shareholder purchases or acquires the right to vote or acquires the beneficial ownership of, prior to the Expiration Date, whether by exercise of any stock option or otherwise.

Shareholder, solely in his or her individual capacity as a owner of Company Covered Shares, (and not as a fiduciary, trustee, financial advisor, or advisor, including as a director or executive officer of the Company), in order to induce Parent to execute and deliver to the Company the Agreement, and intending to be legally bound, hereby irrevocably agrees as follows:

The agreements contained in this Letter Agreement shall apply to Shareholder solely in my capacity as an owner of Covered Shares, and no agreement contained in this Letter Agreement shall apply to Shareholder in a capacity as a director, officer or employee of the Company or Cecil Bank. In addition, nothing contained in this Letter Agreement shall be deemed to apply to, or limit in any manner, Shareholder’s obligations to comply with fiduciary duties as an officer or director, as applicable, of the Company or Cecil Bank.

Nothing herein shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any shares of common stock of the Company.

If any term or provision of this Letter Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Letter Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, Parent and the undersigned shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Shareholder agrees that, in the event of his or her breach of this Letter Agreement, Parent shall be entitled to such remedies and relief against the undersigned as are available at law or in equity. Shareholder acknowledges that there is not an adequate remedy at law to compensate Parent for a violation of this Letter Agreement, and irrevocably waives, to the extent permitted by law, any defense based on the adequacy of a remedy at law which might be asserted as a bar to specific performance, injunctive relief, or other equitable relief. Shareholder agrees to the granting of injunctive relief without the posting of any bond or other securities and further agrees that, if any bond or other securities shall be required, such bond or other securities shall be in a nominal amount.

This Letter Agreement shall terminate concurrently with, and be of no further force and effect concurrently with, and automatically upon the Expiration Date, except that any such termination shall be without prejudice to Parent’s rights arising out of any willful breach of any covenant or representation contained herein.

____________________________

This Letter Agreement shall be effective upon acceptance by Parent and may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same Letter Agreement.

[Signature Page Follows]

The undersigned intends to be legally bound hereby.

Number of pledged Covered Shares (if any): _______________

Accepted:

Exhibit E

FORM OF

RETENTION AGREEMENT AND GENERAL RELEASE

THIS RETENTION AGREEMENT AND GENERAL RELEASE (“Agreement”) is provided by _______________ (hereafter “Employee”) in favor of ENB FINANCIAL CORP, THE EPHRATA NATIONAL BANK, ENB SOUTH ACQUISITION SUBSIDIARY, INC. (the “ENB Entities”), CECIL BANCORP, INC. and CECIL BANK (the “Cecil Bank Entities”), and their respective Boards, directors, officers, affiliates, agents, contractors, consultants, attorneys, insurers, representatives, successors and assigns.

BACKGROUND

A.       In accordance with the current Draft Agreement and Plan of Stock Acquisition anticipated to be entered into by the ENB Entities and the Cecil Bank Entities (the “Acquisition Agreement”), along with the Bank Plan of Merger to be entered into by The Ephrata National Bank and Cecil Bank, Cecil Bank will ultimately merge with and into The Ephrata National Bank, with a closing date anticipated to occur in early 2026 (the “Bank Merger”).

B.       As a condition and inducement to the ENB Entities to enter into the Acquisition Agreement, retention of certain employees of the Cecil Bank Entities prior to closing, including Employee, followed by employment of those employees by the ENB Entities after closing, including Employee, is required.

C.       Employee has been employed by Cecil Bank on an at will basis in a position of trust and confidence since _________________, most recently in the position of _______________. Employee is not subject to or a party to any Employment, Severance, Non-Compete, Non-Disclosure, Restrictive Covenant, Supplemental Retirement, Deferred Compensation or Change of Control Agreement, except the Nondisclosure Agreement dated as of ______________ (the “NDA”).

D.       Immediately prior to closing, Employee’s employment with Cecil Bank will be terminated and in accordance with the Acquisition Agreement, Employee may be eligible to receive severance compensation equal to two (2) weeks’ pay for each full year of continuous service with a minimum severance benefit of four (4) weeks’ pay and a maximum severance benefit of twenty-six (26) weeks’ pay along with continuing health care coverage under the same shared payment arrangement as currently exists between Employee and Cecil Bank, for the same number of weeks as severance compensation is paid or until Employee is enrolled in another health plan, whichever occurs first.

E.       In Employee’s case, severance compensation and continued shared health care coverage will be capped at the maximum of twenty-six (26) weeks in accordance with the Acquisition Agreement.

F.       The Ephrata National Bank would like to employ Employee as ______________,

at a salary equivalent to their salary with Cecil Bank for eighteen (18) months (the “Retention Period”) commencing upon the Effective Time of the Bank Merger, along with all benefits accorded to employees of The Ephrata National Bank for which they may be or become eligible, and under the same terms and conditions.

G.       In addition, and in lieu of the severance compensation for which Employee may be eligible pursuant to the Acquisition Agreement, The Ephrata National Bank would like to provide Employee with Retention Compensation in the amount of _________________ ($__________) in return for a release satisfactory to the Cecil Bank Entities and the ENB Entities.

H.       Employee wishes to accept the Retention Compensation and continued employment with The Ephrata National Bank during the Retention Period and is willing to execute a General Release in favor of the ENB Entities, the Cecil Bank Entities, and their respective Boards, directors, officers, affiliates, agents, contractors, consultants, attorneys, insurers, representatives, successors and assigns as further described in Section 4 hereof.

AGREEMENT

IN CONSIDERATION of the covenants, mutual promises and agreements contained herein, and intending to be legally bound, the parties hereto agree as follows:

1.    Effective Date and Contingency. This Agreement shall be effective upon the Effective Time of the Bank Merger as defined in and provided for in the Bank Plan of Merger. None of the parties to this Agreement shall have any rights or obligations set forth in this Agreement prior to the Effective Time of the Bank Merger. This Agreement shall be null and void if the Bank Merger is abandoned for any reason prior to closing or the Acquisition Agreement is terminated.

2.    Employment and Retention Compensation. So long as Employee remains employed by Cecil Bank through closing, becomes employed by The Ephrata National Bank upon closing, and remains employed by The Ephrata National Bank for the Retention Period or until earlier released by The Ephrata National Bank without Cause, Employee will be eligible to receive Retention Compensation in the gross amount of _________________ ($__________), subject to applicable deductions and withholdings. The Retention Compensation will be payable in six (6) installments, with the first installment in the amount of _________________ ($__________) to be paid with the first payroll following closing, and the additional five installments, each in the amount of _________________ ($__________), to be paid quarterly, commencing at the end of the Employee’s first six months of employment and continuing every three months during the remainder of the Retention Period. Upon or prior to expiration of the Retention Period, The Ephrata National Bank and Employee may agree to Employee’s further employment with The Ephrata National Bank.

3.    Termination of Employment. If Employee’s employment with The Ephrata National Bank is terminated by The Ephrata National Bank without Cause during the Retention Period, Employee will receive the full balance of any unpaid Retention Compensation. If, prior

to expiration of the Retention Period, Employee voluntarily leaves employment or Employee’s employment is terminated with Cause, Employee will not be eligible to receive any unpaid Retention Compensation. For purposes of this Agreement, “Cause” means the Employee's willful misconduct, negligence in the performance of Employee’s duties, personal dishonesty, breach of fiduciary duty, material breach of the Bank’s Code of Ethics, engaging in actions that in the reasonable opinion of the Bank will likely cause financial harm or injury to the business reputation of the Bank, material breach of any provision of this Agreement, or other actions which, in the judgment of the Bank, warrant termination for Cause based on appropriate documentation.

4.    General Release. In consideration for the Retention Compensation and post-closing employment extended to Employee hereunder, which consideration is in excess of anything of value to which Employee may already be entitled without this Release, the sufficiency of which is hereby acknowledged, Employee, on behalf of herself and her heirs, estates, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge the ENB Entities, the Cecil Bank Entities, all of their subsidiaries, affiliates and related entities, and all of their respective Boards, directors, officers, affiliates, agents, contractors, consultants, attorneys, insurers, representatives and employees, past and present, collectively or individually, and their successors and assigns, from any and all claims, demands, losses, liabilities, and causes of action of any nature or kind whatsoever related to Employee's employment with the Cecil Bank Entities or separation therefrom, known or unknown, suspected or unsuspected, which arose or accrued on or before the effective date of this Agreement (hereafter collectively referred to as “Claims”), including any claim for severance compensation and benefits for which Employee may have been eligible pursuant to the Acquisition Agreement and related transaction documents and agreements. This General Release includes all claims, without limitation, for discrimination, wrongful discharge, breach of contract (whether express or implied), interference with contract, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, emotional distress, fraud, misrepresentation, conspiracy, defamation, claims arising under the Civil Rights Acts of 1964 and 1991, as amended, the Age Discrimination in Employment Act, as amended, Older Workers Benefit Protection Act, National Labor Relations Act, Fair Labor Standards Act, Federal Equal Pay Act, Immigration Reform and Control Act, Uniformed Services Employment and Reemployment Rights Act, Genetic Information Non-Discrimination Act, Employee Retirement Income Security Act(s), Family and Medical Leave Act, Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, any claim under Maryland law, including Title 20 of the State Government Article of the Maryland Annotated Code, and any other state or local plant closing laws, fair employment practices acts, wage payment and collection laws, minimum wage acts, equal pay acts, and any and all other claims arising under federal, state or local law, rule, regulation, constitution, ordinance, common law or public policy, whether known or unknown, arising up to and including the date of execution of this Agreement. BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO GIVE UP, OR WAIVE, ANY RIGHTS OR CLAIMS EMPLOYEE MAY HAVE HAD UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. §621 et. seq., AS AMENDED, OR ANY OTHER STATUTE OR OTHER LAW, BASED ON ACTIONS OF

THE CECIL BANK ENTITIES AND/OR ENB ENTITIES WHICH OCCURRED UP THROUGH THE DATE EMPLOYEE SIGNS THIS AGREEMENT.

This General Release excludes, and Employee does not waive, release, or discharge: (1) any right to file an administrative charge or complaint with, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or National Labor Relations Board (although Employee agrees that Employee shall not seek, accept or be entitled to any monetary relief, whether for Employee individually or as a member of a class or group arising from any such charge, complaint or investigation pursued by Employee or on Employee’s behalf, individually or as a member of a class or group); (2) claims which cannot be waived by law; and (3) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and/or award agreements; and further provided, that this General Release does not extend to claims that may arise after the date of execution of this Agreement.

Employee acknowledges that Employee has been fully compensated for all hours worked during Employee’s employment with the Cecil Bank Entities, up to and including the date of this Agreement.

5.    Non-Admission of Liability. By making this Agreement, the parties hereto are not admitting that either has committed any wrong. The parties agree that this Agreement is inadmissible as evidence in any proceeding, legal or otherwise, except to the extent necessary to enforce its provisions.

6.    Consideration. Employee acknowledges and confirms that the only consideration for her execution of this Agreement is set forth herein, that no other promises or agreements of any kind have been made to them by any person or entity whatsoever to cause them to sign this Agreement and that they fully understand the meaning and intent of this Agreement.

7.    Assignment; Successors and Assigns. The ENB Entities shall have the right to assign their rights, duties and obligations hereunder to any direct or indirect subsidiary or affiliate of either or both of them, or any successor in interest of either or both of them, whether by merger, consolidation, purchase/sale of assets or otherwise without the prior written consent of Employee.

8.    Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of laws principles) and any dispute pertaining to or arising out of this Agreement shall be brought only in the state or federal courts located within the Commonwealth of Pennsylvania. Both parties irrevocably consent to the personal jurisdiction of the state and federal courts located within the Commonwealth of Pennsylvania.

9.    Complete Agreement. This Agreement supersedes any and all prior agreements between the Employee and the Cecil Bank Entities or the ENB Entities, whether written or oral

except the NDA. This Agreement sets forth the entire understanding of the parties as to the subject matter contained herein and may be amended only in writing by the parties hereto.

10.    Representations. Employee makes the following additional representations to both the Cecil Bank Entities and ENB Entities, each of which is significant and an important consideration for their willingness to enter into this Agreement. Employee specifically acknowledges and represents that: (a) they have had a reasonable time, that is, up to twenty-one (21) days, within which to consider whether to sign this Retention Agreement and General Release, and that they are free to do so prior to expiration of the twenty-one (21) days if they so desires; (b) the terms of this Agreement are clear and understandable to her; (c) the compensation and benefits that are being provided to them under this Agreement exceed the compensation and benefits that they were otherwise entitled to receive as an employee of the Cecil Bank Entities; (d) they have been advised to consult with an attorney of them choice prior to signing this Agreement; (e) they have been advised that they have the right to revoke this Agreement at any time during the seven (7) day period following the date on which they sign the Agreement; (f) by providing this Release as part of the Retention and General Release Agreement, they give up any right to sue any of the Releasees for any violation of the Age Discrimination in Employment Act, or any other statute, law or common law; and (g) they have the legal capacity to provide this General Release and has signed this Retention and General Release Agreement knowingly and voluntarily.

11.    Counterparts. This Agreement may be executed in multiple counterparts, and shall be fully valid, legally binding and enforceable whether executed in a single document or in such counterparts.

IN WITNESS WHEREOF, Employee, the Cecil Bank Entities and the ENB Entities have finally executed this Retention Agreement and General Release on the date and year set forth below.

Exhibit F

FORM OF

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made this ____ day of ________, 20__, by and among ENB Financial Corp (“PARENT”), The Ephrata National Bank, Cecil Bancorp, Inc. (“COMPANY”), Cecil Bank (“Cecil Bank”), and ________________ (the “Executive”) on the terms and conditions set forth below:

WHEREAS, the Executive has been employed by Cecil Bank and will remain an employee of Cecil Bank until the Effective Time of the merger (as defined below) and the other transactions contemplated by the Agreement and Plan of Stock Acquisition by and among PARENT, ENB South Acquisition Subsidiary, Inc., The Ephrata National Bank, Cecil Bank and Cecil Bank's Parent holding Company, COMPANY, dated August 12, 2025 (the “Acquisition Agreement”)(collectively such transactions are referred to as the “Merger”);

WHEREAS, Cecil Bank, The Ephrata National Bank and their respective affiliates are engaged in the community banking business (the “Business”);

WHEREAS, the Executive is and serves as the _______________ of the COMPANY and Cecil Bank;

WHEREAS, the Executive will terminate his or her employment with COMPANY and Cecil Bank and their affiliates and subsidiaries effective and contingent upon the Effective Time of the Merger (the “Termination Date”);

WHEREAS, the Executive, on the one hand, and COMPANY, Cecil Bank, PARENT and The Ephrata National Bank (the “Bank Parties”), on the other hand, wish to settle, compromise and resolve any and all claims that the Executive may have against COMPANY, Cecil Bank, PARENT, The Ephrata National Bank or any of the affiliates or subsidiaries of such entities, including claims under the [Employment/Change in Control] Agreement with COMPANY and Cecil Bank dated _____________ (the “[Employment/Change in Control] Agreement”), in order to facilitate completion of the Merger;

WHEREAS, the Executive is not a party nor subject to any employment, change in control, noncompete, non-solicitation or restrictive covenant agreements, or any other restrictions or agreements, except the [Employment/Change in Control/Restricted Stock and/or Stock Option Agreement[s]]; and

WHEREAS, PARENT has, as part of this Agreement, agreed to provide the Executive with certain special benefits that it was not otherwise obligated to provide, including that PARENT will not dispute the Executive's claim that [“Good Reason” or a “Change in Control”] as defined in the [Employment/Change in Control] Agreement has occurred with respect to Executive as of the Effective Time as defined in the Acquisition Agreement.

NOW THEREFORE, the Executive and the Bank Parties hereby agree to the following:

1.        Effective Date and Contingency. This Agreement shall be effective upon the Effective Time (as defined in the Acquisition Agreement) of the Merger. None of the parties to this Agreement shall have any rights or obligations set forth in this Agreement before the Effective Time. This Agreement shall be null and void if, and at such time as, the Acquisition Agreement is terminated and the Merger is abandoned for any reason prior to the Effective Time.

2.        Separation from Employment. The Executive's employment with COMPANY and Cecil Bank and its affiliates and subsidiaries shall terminate as of the Termination Date. Cecil Bank will pay the Executive all salary payable through and vacation benefits accrued but unused as of the Termination Date, subject to standard withholdings and deductions, in accordance with its normal payroll processes.

3.        Compensation and Benefits.

(a)        PARENT agrees to pay (or cause its wholly owned subsidiary The Ephrata National Bank to pay) the Executive a lump sum payment in the aggregate amount of $_________, subject to deductions and withholdings as permitted by law (the “Separation Payment”), in connection with the Executive's termination of employment and in exchange for the promises and releases made by the Executive within this Agreement and specifically for the Non Compete and Non Solicitation provisions of Section 6 below. The Separation Payment will be made no later than [50] days after the Effective Time, assuming such release as provided in Exhibit A is timely executed on or within 30 days after the Effective Time and is not thereafter revoked within the time period permitted by law.

(b)        The Executive agrees that the lump sum payment set forth in Section 3(a) above shall satisfy ALL of the obligations of the Bank Parties under the [Employment/Change in Control] Agreement. The Executive further acknowledges and agrees that he or she has no rights with respect to equity awards under the [Employment/Change in Control] Agreement and that he or she is waiving any and all rights to continued life insurance, accident, health, and disability insurance coverages and health or welfare benefits, except for group health continuation coverage provided pursuant to COBRA.

(c)       To ensure compliance with Internal Revenue Code Section 409A, if the period for execution of the release and/or payment of the Separation Payment spans two calendar years, the Separation Payment will be paid not earlier than the first day of the later calendar year. Notwithstanding the foregoing, the Bank Parties shall not be responsible for any fees, taxes, penalties, costs or fines associated or in connection with Internal Revenue Code Section 409A (or any successor provision thereto).

4.        No Other Obligations. Except as set forth in the preceding paragraphs and except as required under any “Company Benefit Plan” (as defined in the Acquisition Agreement), none

of the Bank Parties or any of their affiliates shall have any obligation to make any further payments to or for the Executive's benefit with respect to his or her services on or before the Termination Date or in connection with or with respect to the [Employment/Change in Control] Agreement.

5.        Release. The Executive agrees to sign a release substantially in the form attached as Exhibit A to this Agreement on or no later than thirty (30) days following the Termination Date and to allow such release to take effect without revocation.

6.        Non-Compete and Non-Solicitation Provisions.

(a)       The Executive hereby covenants and agrees that for twelve (12_) months following the Termination Date the Executive shall not, except as otherwise permitted in writing by PARENT:

(i) be engaged, directly or indirectly, either for his or her own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly-owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which PARENT or The Ephrata National Bank or any of their subsidiaries are engaged, in any county in which The Ephrata National Bank has a bank branch or loan production office (including branches or offices operating under a trade name) as well as all counties or independent cities contiguous to such county (the “Non-Competition Area”). The foregoing non-competition covenant shall not prohibit the Executive, or a firm, partnership, corporation, trust or other entity the Executive is associated with from (i) directly or indirectly owning or acquiring capital stock or similar securities that are listed on a securities exchange or quoted on a national securities exchange that do not represent more than ten percent (10%) of the outstanding capital stock of any financial institution within the Non-Competition Area, or (ii) being engaged as a director for the financial services industry companies identified on Exhibit B hereto.;

(ii) provide financial or other assistance to any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which PARENT or The Ephrata National Bank or any of their subsidiaries are engaged in the Non-Competition Area;

(iii) directly or indirectly solicit (including advertising, social media or other outreach) persons or entities who were customers, prospects, referral sources or vendors of COMPANY, Cecil Bank, PARENT, The Ephrata National Bank, or their subsidiaries, within one (1) year prior to the Executive’s Termination Date, to become a customer or referral source of a person or entity other than PARENT, The Ephrata National Bank, or their subsidiaries; or,

(iv) directly or indirectly solicit employees or independent contractors of PARENT, The Ephrata National Bank or their subsidiaries or Cecil Bank who were employed or engaged with such entities within one (1) year prior to the Executive’s Termination Date

to leave the employ or service of PARENT, The Ephrata National Bank or their subsidiaries or Cecil Bank or work for anyone other than PARENT, The Ephrata National Bank or their subsidiaries or Cecil Bank.

(b)       It is expressly understood and agreed that, although the Executive and PARENT and The Ephrata National Bank consider the restrictions contained in Section 6 hereof reasonable for the purpose of preserving for PARENT and The Ephrata National Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6 hereof is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Section 6 hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

7.        Severability. If any provision of this Agreement is illegal, invalid or unenforceable, or is held to be illegal, invalid or unenforceable, by a court of competent jurisdiction, the Executive agrees that such provision shall be fully severable with respect to scope, time and geographic area, and this Agreement and its terms in such lesser scope, time and geographic area shall be construed and enforced as if such unenforceable or invalid provision had never been a part of this Agreement.

8.        Confidentiality. The Executive acknowledges that he or she has had access to trade secrets and other confidential information regarding the Bank Parties and their businesses that are unique and irreplaceable and that the use of such trade secrets and other confidential information by a competitor, or certain other persons, would cause irreparable harm to PARENT, The Ephrata National Bank and their predecessors and successors. Accordingly, the Executive will not disclose or use to the detriment of PARENT, The Ephrata National Bank and their successors any such trade secrets or other confidential information. Confidential information includes, but is not limited to, any information, whether or not reduced to written or other tangible form, which (i) is not generally known to the public or within the industry; (ii) has been treated by the applicable Bank Parties as confidential or proprietary; and (iii) is of competitive advantage to Cecil Bank, PARENT, The Ephrata National Bank and their successors. Nothing in this Agreement shall be interpreted or applied to prohibit the making of any good faith report to Cecil Bank's or PARENT's auditors or any regulator, governmental agency or other governmental entity, participating in an investigation by any such entity, or disclosure in compliance with a lawful subpoena, except that the entity or entities named by such subpoena must be informed of the subpoena and be provided an opportunity to oppose disclosure pursuant to the subpoena.

9.        Non-Disparagement. The Executive covenants that, except to the extent required by law, he or she will not make to any person or entity any statement, whether written or oral, that directly or indirectly impugns the integrity of, or reflects negatively on the Bank Parties or any of their employees, officers or directors, parents, subsidiaries, or affiliates or that denigrates, disparages or results in detriment to any such entities or persons. This section does not prohibit any truthful statement made to any government agency in the context of an official investigation.

10.        No Waiver. No waiver by any party of any breach of, or of compliance with, any condition or provision of this Agreement by another party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

11.        Acknowledgments and Affirmations. The Executive affirms that he or she has not filed or caused to be filed, and is not presently a party to, any claim against the Bank Parties or any of their respective affiliates or subsidiaries.

12.        Complete Agreement. This Agreement supersedes any and all prior agreements between the Executive and any of the Bank Parties, whether written or oral, including but not limited to the [Employment/Change in Control] Agreement. This Agreement sets forth the entire understanding of the parties as to the subject matter contained herein and may be amended only in writing by the parties hereto.

13.        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (without regard to conflict of laws principles) and any dispute pertaining to or arising out of this Agreement shall be brought only in the state or federal courts located within the State of Maryland. Both parties irrevocably consent to the personal jurisdiction of the state and federal courts located within the State of Maryland.

14.       Survival. The provisions set forth in Sections 6, 7, 8, 9 and 18 shall survive termination of this Agreement for any reason.

15.        Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

16.        Assignment. The Executive represents and warrants that he or she has not assigned or in any other manner conveyed any right or claim that he or she has or may have to any third party, and he or she shall not assign or convey to any assignee for any reason any right or claim covered by this Agreement, or the consideration, monetary or other, to be received by him or her hereunder. Cecil Bank or PARENT may assign their rights and obligations under this Agreement to any third party at their discretion.

17.       Payment in the Event of the Executive’s Death. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees or legatees. If the Executive should die after the Effective Time and any amounts would be payable to the Executive under this Agreement if the Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee, or, if there is no such designee, to the Executive’s estate.

18.       Injunctive Relief. The Executive agrees that any breach of this Agreement will cause the Bank Parties irreparable harm, that such injury cannot be remedied adequately by the recovery of monetary damages, that upon such a breach any or all of the Bank Parties shall be entitled to, in addition to and not in lieu of any and all other remedies, injunctive or other equitable relief without the posting of any bond or undertaking, and that such injunctive and/or equitable

relief will not work a hardship on the Executive.  The Executive further agrees that in any and/or all such circumstances, all of the Executive’s obligations under this Agreement will remain in full force and effect.

Signature Page Follows

IN Witness WHEREOF COMPANY, Cecil Bank, PARENT, and The Ephrata National Bank and the Executive have signed this Agreement on the dates set forth below:

EXHIBIT A

RELEASE

I, _________________, in consideration for the compensation, benefits and other items of consideration extended to me under the Agreement to which this Release is attached as Exhibit A, on behalf of myself and my heirs, executors, administrators and assigns, hereby release, waive and forever discharge ENB Financial Corp (“PARENT”), The Ephrata National Bank (“The Ephrata National Bank”), Cecil Bancorp, Inc. (“COMPANY”), and Cecil Bank (“Cecil Bank”), and their subsidiaries, affiliates, predecessors, successors, parent companies or assigns, and their respective directors, officers, trustees, employees, representatives, attorneys and agents (individually and collectively the “Releasees”) from any and all claims, demands, losses, liabilities, and causes of action of any nature or kind whatsoever related to any past or present duties or responsibilities of any of the Releasees, known or unknown, suspected or unsuspected, which arose or accrued on or before the effective date of this Release, including, but not limited to: claims in tort or contract; breach of fiduciary duty; defamation; emotional distress; wrongful or unlawful discharge; claims for bonuses, severance pay, vacation leave, employee or fringe benefits, or other compensation; and claims based on any state or federal wage, employment or common laws, statutes or amendments thereto, including, but not limited to: (a) age discrimination claims under the Age Discrimination in Employment Act (“ADEA''), 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act; (b ) any race, color, religion, sex or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq., as amended; (c) any claim under the Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12101 et seq., as amended; (d) claims under the Employee Retirement Income Security Act of 1974, (“ERISA”), 29 U.S.C. § 1001 et seq., as amended (excluding claims for vested benefits); (e) any claim under the National Labor Relations Act (“NLRA”), 29 U.S.C. § 151 et seq.; (f) claims under the Worker Adjustment and Retraining Notification Act (“WARN”), 20 U.S.C. § 2101 et seq.; (g) claims under any state discrimination in employment statute; (h) any claims related to or arising out of my entering into this Agreement; (i) any claims related to or arising out of my former employment with and the termination of my employment and separation from PARENT, The Ephrata National Bank or COMPANY and Cecil Bank, or their subsidiaries or affiliates, including but not limited to a claim for wrongful discharge in violation of public policy; or (j) any claims for damages due to personal injury or for compensatory or punitive damages.

Notwithstanding any provision of this Release to the contrary, nothing contained herein shall be deemed to modify, waive, release, terminate or amend any right or benefit I may possess under the terms of the Separation and Release Agreement (the “Agreement”) and I do not waive or release any right that I may have related to (i) vested benefits under any benefit plan of COMPANY and/or Cecil Bank, and/or their subsidiaries or affiliates, other than the [Employment/Change in Control] Agreement, (ii) any breach of the Agreement, (iii) any claim or right that may arise after I sign this Release, (iv) any accrued but unused vacation leave as of the Termination Date, (v) my rights as a shareholder, depositor or borrower of COMPANY and/or Cecil Bank, and/or their subsidiaries or affiliates, or (vi) any right or benefit that cannot be waived as a matter of law.

I specifically acknowledge and represent that: (a) I have had a reasonable time, that is, up to twenty-one (21)/forty-five (45) days, within which to consider whether to provide this Release,

and that I am free to provide this Release prior to expiration of the twenty-one (21)/forty-five (45) days if I so desire; (b) the terms of this Release are clear and understandable to me; (c) the compensation and benefits that PARENT, The Ephrata National Bank, COMPANY and/or Cecil Bank, and/or their subsidiaries or affiliates, are providing to me under the Agreement to which this Release is attached exceed the compensation and benefits that I was otherwise entitled to receive as an employee of Cecil Bank or COMPANY; (d) I have been advised to consult with an attorney of my choice prior to signing this Release; (e) I have been advised that I have the right to revoke this Release at any time during the seven (7) day period following the date on which I sign the Release; (f) by providing this Release, I give up any right to sue any of the Releasees for any violation of the Age Discrimination in Employment Act, or any other statute, law or common law; and (g) I have the legal capacity to provide this Release and I have signed this Release and the Agreement knowingly and voluntarily.

All capitalized terms which are defined in the Agreement and which are not otherwise defined herein shall have the meaning set forth in the Agreement.

The Agreement shall not become effective or enforceable until the expiration of the seven (7) day revocation period following the execution of this Release.

EXECUTIVE: _________________________

Print Name: ________________________

DATED: ____________