Exhibit
2.4

AGREEMENT FOR
PURCHASE AND SALE OF PARTNERSHIP INTERESTS

THIS
AGREEMENT (Agreement) is made this 27th day of December, 2007 (the Effective Date), by and among each of the applicable
entities listed on Schedule I hereto (separately or collectively, as the context
may require (Buyer) which term shall be deemed
to include its or their successors and assigns), 2007 PA HOLDINGS, LLC
(HNB) and PA BRANCH HOLDINGS, LLC (Bank Branch) (HNB and Bank Branch are referred to herein
collectively as Seller.

WHEREAS,
HNB owns a one hundred percent (100%) limited partnership interest in each of
the Option Holders set forth on Schedule II
hereto (collectively, the Option Holders and
each, an Option Holder) and Bank Branch owns a
zero percent (0%) general partnership interest in each of the Option Holders
(collectively, the Partnership Interests);

WHEREAS
each Option Holder owns an option to acquire that certain real property (each, a
Property and collectively, the Properties) set forth next to its name on Schedule II hereto (separately or collectively, as the
context may require the Option);

WHEREAS,
Seller desires to withdraw from the Option Holders and to transfer all of its
Partnership Interests in the Option Holders to Buyer as set forth on Schedule II hereto;

NOW
THEREFOR, in consideration of the mutual promises set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1. Terms and Definitions. The terms listed below shall
have the respective meaning given them as set forth adjacent to each
term.

(a) Intentionally
Deleted.

(b) Buyers Notice Address shall be
as follows, except as same may be changed pursuant to the Notice section
herein:

Mr.
William Kahane, PresidentAmerican
Realty Capital, LLC1725
The FairwayJenkintown,
PA 19046Tel.
No.: (215) 887-3054Fax
No.: (215) 887-2585Email:
bkahane@arlcap.com

and
to:

Abby Wenzel,
Esq.          Wolf, Block, Schorr and Solis-Cohen
LLP          250 Park Avenue, 10th
Floor          New York, New York
10177          Tel. No.: (212)
883-4997          Fax No.: (212)
672-1197          Email: awenzel@wolfblock.com

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(c)
Closing shall mean the consummation of the
transaction contemplated herein (the "Transaction"), which shall occur on December 28, 2007 or
such earlier date as the parties may agree (such date, the Closing Date).

(d) Earnest
Money shall mean FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00), which Earnest Money shall be apportioned to the Partnership
Interests of each Option Holder based on the percentage of the total Purchase
Price attributable to the Partnership Interests of such Option Holder in
accordance with Schedule 1(o) attached hereto.
The Earnest Money shall be delivered to Escrow Agent within five (5) business
days after the later of (i) the execution and delivery to both parties of this
Agreement and (ii) the Effective Date. The Earnest Money shall be deposited by
Buyer in escrow with Escrow Agent, to be applied as part payment of the Purchase
Price on the Closing Date, or disbursed as agreed upon in accordance with the
terms of this Agreement. Seller and Buyer each shall pay one-half of all
reasonable escrow fees charged by Escrow Agent.

(e) Escrow
Agent and Title Company shall mean
Chicago Title Insurance Company, Suite 2550, 1601 Market Street, Philadelphia,
PA 19103, Attention: Edwin G. Ditlow, Telephone: 215-568-4889; Telecopy:
215-568-4880; E-Mail: ditlowE@ctt.com.

(f) "Material Adverse
Change" shall mean an event, occurrence and/or change that has a
material adverse effect on the value or marketability of the Partnership
Interests of any Option Holder or on Seller's ability to consummate the
transaction contemplated herein, which shall include, but not be limited to, the
voluntary or involuntary bankruptcy of Seller.

(g) Purchase
Price shall mean for the Partnership Interests of an Option
Holder the allocated amount set forth in Schedule
1(g) attached hereto and incorporated herein (each such purchase
price allocation, a "Purchase Price Allocation")
and for all of the Partnership Interests the aggregate sum of THIRTY EIGHT
MILLION SEVEN HUNDRED FIFTY NINE THOUSAND TWO HUNDRED and 00/100 DOLLARS
($38,759,200.00) .

(h) Sellers Notice
Address shall be as follows, except as same may be changed
pursuant to the Notice section herein:

Mr.
Michael High, Executive Vice President and COOHarleysville
National Bank483
Main Street, Harleysville, PA 19438Tel.
No.: (215) 513-2395Fax
No.: (215) 256-3065Email:
mhigh@hncbank.com

and to:

Corporate
Secretary          483 Main Street, Harleysville, PA 19438

and to:

Mr. Christopher S. Connell,
Esquire          Stradley Ronon Stevens & Young,
LLP          2600 One Commerce
Square          Philadelphia, PA
19103-7098          Tel. No.: (215)
564-8138          Fax No.: (215)
564-8120          Email: CConnell@STRADLEY.COM

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2. Proration of Expenses and Payment of Costs and Recording
Fees. Seller and Buyer shall split 50/50 any transfer taxes that may be due
and payable in connection with the transactions contemplated hereunder. Seller
and Buyer shall be responsible for their own attorneys fees. The provisions of
this Section 2 shall survive Closing.

3. Sale of Partnership Interests. Subject to the terms
and conditions of this Agreement, Seller agrees to sell, convey and assign to
Buyer, and Buyer or its permitted designee or assignee agrees to purchase all
rights, title and interest of Seller relating to the Partnership Interests as
set forth on Schedule 2 hereto for the Purchase
Price set forth above.

4. Payment of Purchase Price. At Closing, provided all
conditions precedent to Closing have been satisfied, Buyer shall pay the
Purchase Price with respect to the Partnership Interests being conveyed at
Closing to Seller in accordance with all the terms and conditions of this
Agreement.

5. Earnest Money Disbursement. The Earnest Money shall be
held by Escrow Agent, in trust, and disposed of only in accordance with the
following provisions:

(a) Escrow Agent shall invest the
Earnest Money in a money market account reasonably satisfactory to Buyer, and
shall promptly provide Buyer and Seller with confirmation of the investments
made.

(b) If Closing occurs, Escrow Agent
shall deliver the Earnest Money to Seller, to be applied as part payment of the
Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall
deliver the Earnest Money to Seller or Buyer only upon receipt of a written
demand therefor from such party, subject to the following provisions of this
clause (b). Subject to the last sentence of this clause (b), if for any reason
Closing does not occur and either party makes a written demand (the Demand) upon Escrow Agent for payment of the Earnest
Money, Escrow Agent shall give written notice to the other party of the Demand
within one business day after receipt of the Demand. If Escrow Agent does not
receive a written objection from the other party to the proposed payment within
five (5) business days after the giving of such notice by Escrow Agent, Escrow
Agent is hereby authorized to make the payment set forth in the Demand. If
Escrow Agent does receive such written objection within such period, Escrow
Agent shall continue to hold such amount until otherwise directed by written
instructions signed by Seller and Buyer or a final judgment of a
court.

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(c) The parties acknowledge that
Escrow Agent is acting solely as a stakeholder at their request and for their
convenience, that Escrow Agent shall not be deemed to be the agent of either of
the parties, and that Escrow Agent shall not be liable to either of the parties
for any action or omission on its part taken or made in good faith, and not in
disregard of this Agreement, but shall be liable for its negligent acts and for
any liabilities (including reasonable attorneys fees, expenses and
disbursements) incurred by Seller or Buyer resulting from Escrow Agents mistake
of law respecting Escrow Agent's scope or nature of its duties. Seller and Buyer
shall jointly and severally indemnify and hold Escrow Agent harmless from and
against all liabilities (including reasonable attorneys fees, expenses and
disbursements) incurred in connection with the performance of Escrow Agents
duties hereunder, except with respect to actions or omissions taken or made by
Escrow Agent in bad faith, in disregard of this Agreement or involving
negligence on the part of Escrow Agent. Escrow Agent has executed this Agreement
in the place indicated on the signature page hereof in order to confirm that
Escrow Agent has received and shall hold the Earnest Money in escrow, and shall
disburse the Earnest Money pursuant to the provisions of this Section
5.

6.
Default

(a) In the event that Seller is ready,
willing and able to close in accordance with the terms and provisions hereof,
and Buyer fails to close the Transaction due to a default in any of Buyers
obligations undertaken in this Agreement, Seller shall be entitled to, as its
sole and exclusive remedy to either: (i) if Buyer is willing to proceed to
Closing for Partnership Interests of any of the Option Holder(s), waive such
default and proceed to Closing in accordance with the terms and provisions
hereof; (ii) terminate this Agreement with respect to the Partnership Interests
of the Option Holder(s) with which such Buyer default relates, and Seller shall
be entitled to immediately receive the Earnest Money allocable to such
terminated Option Holder(s) as liquidated damages as and for Sellers sole
remedy, (iii) declare this Agreement to be terminated in its entirety, and
Seller shall be entitled to immediately receive all of the remaining Earnest
Money as liquidated damages as and for Sellers sole remedy. Upon such
termination, neither Buyer nor Seller shall have any further rights, obligations
or liabilities hereunder, except as otherwise expressly provided herein. Seller
and Buyer agree that (a) actual damages due to Buyers default hereunder would
be difficult and inconvenient to ascertain and that such amount is not a penalty
and is fair and reasonable in light of all relevant circumstances, (b) the
amount specified as liquidated damages is not disproportionate to the damages
that would be suffered and the costs that would be incurred by Seller as a
result of having withdrawn the Property from the market, and (c) Buyer desires
to limit its liability under this Agreement to the amount of the Earnest Money
paid in the event Buyer fails to complete Closing. Seller hereby waives any
right to recover the balance of the Purchase Price, or any part thereof, and the
right to pursue any other remedy permitted at law or in equity against Buyer. In
no event under this Section or otherwise shall Buyer be liable to Seller for any
punitive, speculative or consequential damages.

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(b) In the event of a default in the obligations herein taken by
Seller, including, without limitation, the failure of a condition precedent set
forth in Section 10 of this Agreement caused by Seller, Buyer may, in its sole
discretion, either (A) waive such default and proceed to Closing in accordance
with the terms and provisions hereof with an abatement of the Purchase Price in
the amount of any fixed and ascertainable monetary liens, or (B) elect, inBuyer's sole discretion, to either (i) terminate this Agreement with
respect to the Partnership Interests of an Option Holder(s) with which such
Seller default relates and direct Escrow Agent to return the Earnest Money
allocated to the Partnership Interests of such Option Holder(s) to Buyer and
upon such termination, Seller shall pay to Buyer the out-of-pocket costs and
expenses incurred by Buyer in connection with the Partnership Interests of such
Option Holder(s) (including attorneys' fees and hedge costs or rate-lock break
fees) in an amount not to exceed $25,000.00 per Option Holder or $250,000.00 in
the aggregate, which return of the applicable allocated Earnest Money and
payment of out-of-pocket costs shall operate to terminate this Agreement with
respect to the Partnership Interests of such Option Holder(s), this Agreement
shall be modified to remove the Option Holder(s) so terminated, the Option
Holder(s) that are not so terminated shall thereinafter mean the "Option
Holders", the Purchase Price shall be reduced by the amount allocated to the
Partnership Interests of such Option Holders so terminated, and all rights,
liabilities and obligations of the parties under this Agreement shall expire as
to the Partnership Interests of such Option Holder(s) so terminated, except as
otherwise expressly set forth herein, (ii) terminate this Agreement in its
entirety and direct Escrow Agent to return the total remaining amount of the
Earnest Money to Buyer and upon such termination, Seller shall pay to Buyer all
of the out-of-pocket costs and expenses incurred by Buyer incurred hereunder
(including attorneys' fees and hedge costs or rate-lock break fees) in an amount
not to exceed $250,000.00, which return and payment shall operate to terminate
this Agreement in its entirety and release Seller and Buyer from any and all
liability hereunder, except those which are specifically stated herein to
survive any termination hereof, or (iii) enforce specific performance of
Sellers obligations hereunder. Notwithstanding the foregoing, in the event of a
willful or intentional default of Seller hereunder, Buyer shall, in addition to
the foregoing remedies, be permitted to pursue any and all rights and remedies
available to Buyer at law or in equity. In no event under this Section or
otherwise shall Seller be liable to Buyer for any punitive, speculative or
consequential damages.

7. Closing. The Closing for the Partnership Interests
shall consist of the execution and delivery of documents by Seller and Buyer, as
set forth below, and delivery by Buyer to Seller of the Purchase Price
Allocation for the Partnership Interests of the Option Holders in accordance
with the terms of this Agreement. Seller shall deliver to Escrow Agent for the
benefit of Buyer at Closing the following executed documents, applicable for
such Individual Property:

(a) a duly executed assignment of the
Partnership Interests owned by Seller, substantially in the form of the
Assignment and Assumption Agreement attached hereto as Exhibit A (the Assignment and
Assumption Agreement);

(b) The Amendment to Certificate of
Limited Partnership (as defined in Section 24 below);

(c) a settlement statement setting
forth the Purchase Price, all prorations and other adjustments to be made
pursuant to the terms hereof, and the funds required for such Closing as
contemplated hereunder;

(d) good standing certificates and corporate resolutions or
member or partner consents, as applicable, and such other documents as
reasonably requested by Escrow Agent;

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(e) a certificate as may be required by the Internal Revenue
Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as
amended, or the regulations issued pursuant thereto, certifying the non foreign
status of Seller; and

(f) such other instruments as are reasonably required by Escrow
Agent to close the escrow and consummate the purchase of the Partnership
Interests in accordance with the terms hereof.

At each Closing, Buyer shall
instruct Escrow Agent to deliver the Earnest Money allocated to the Partnership
Interests of the Option Holder(s) being sold to Seller which shall be applied to
the Purchase Price, shall deliver the balance of the Purchase Price allocated to
the Partnership Interests of such Option Holder(s) to Seller and shall execute
or cause to be executed and deliver execution counterparts of the closing
documents referenced in clauses (a), (b) and (c) above. Neither party will need
to be present at Closing, it being anticipated that each Closing will be held
through the mail and the parties will deliver all Closing documents and
deliverables to Escrow Agent prior to the date of Closing or at such other place
or manner as the parties hereto may mutually agree.

8.
Representation by Seller. For the purpose of inducing Buyer to enter into
thisAgreement and to
consummate the sale and purchase of the Partnership Interests in accordance
herewith, Seller makes the following representations and warranties to Buyer as
of the date hereof and as of the Closing Date:

(a) Seller is duly organized (or formed), validly existing and in
good standing under the laws of its state of organization. Seller has the power
and authority to execute and deliver this Agreement and all closing documents to
be executed by Seller, and to perform all of Sellers obligations hereunder and
thereunder. Neither the execution and delivery of this Agreement and all closing
documents to be executed by Seller, nor the performance of the obligations of
Seller hereunder or thereunder will result in the violation of any law or any
provision of the organizational documents of or will conflict with any order or
decree of any court or governmental instrumentality of any nature by which
Seller is bound;

(b) Seller is not a "foreign person", "foreign trust" or "foreign
corporation" within the meaning of the United States Foreign Investment in Real
Property Tax Act of 1980 and the Internal Revenue Code of 1986, as subsequently
amended.

(c) HNB is, and on the date of Closing, will be, the only
beneficial and legal owner of a limited partnership interest in the Option
Holders, free and clear of all liens, security interests, pledges, assignments,
claims, options, encumbrances, charges, commitments, and equitable interests or
rights of others, of any kind whatsoever. Bank Branch is, and on the date of
Closing, will be, the only beneficial and legal owner of a general partnership
interest in the Option Holders, free and clear of all liens, security interests,
pledges, assignments, claims, options, encumbrances, charges, commitments, and
equitable interests or rights of others, of any kind whatsoever.

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(d) None of the Option Holders have any assets other than its
respective Option, and no Option Holder has ever owned any real or personal
property other than its respective Option.

(e) The Option Holders have no liabilities, contingent or
otherwise, and is not a party to any other contract.

The representations and warranties
of Seller shall survive Closing for a period of one (1) year.

9.
Buyers Representations. Buyer represents and warrants to, and covenants
with,Seller as
follows:

(a) Buyer is duly formed, validly existing and in good standing
under the laws of Delaware, is authorized to consummate the transaction set
forth herein and fulfill all of its obligations hereunder and under all closing
documents to be executed by Buyer, and has all necessary power to execute and
deliver this Agreement and all closing documents to be executed by Buyer, and to
perform all of Buyers obligations hereunder and thereunder. This Agreement and
all closing documents to be executed by Buyer have been duly authorized by all
requisite corporate or other required action on the part of Buyer and are the
valid and legally binding obligation of Buyer, enforceable in accordance with
their respective terms. Neither the execution and delivery of this Agreement and
all closing documents to be executed by Buyer, nor the performance of the
obligations of Buyer hereunder or thereunder will result in the violation of any
law or any provision of the organizational documents of Buyer or will conflict
with any order or decree of any court or governmental instrumentality of any
nature by which Buyer is bound.

(b) Buyer represents that Buyer has the financial capacity to
close the Transaction upon the terms and conditions stated herein.

The representations and warranties
of Buyer shall survive Closing for a period of one (1) year.

10.
Conditions to Buyers Obligations. Buyers obligation to pay the Purchase
Price, and to accept title to the Partnership Interests, shall be subject to
compliance by Seller with the following conditions precedent on and as of the
date of each Closing:

(a) Seller shall deliver to Buyer on or before the Closing the
items set forth in Section 7 above;

(b) The representations and warranties of Seller contained in
this Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and
warranties were made at and as of the Closing, and Seller shall have performed
and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed or complied with by Seller
prior to or at the Closing; and

(c) No Material Adverse Change shall have
occurred.

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In the
event that the foregoing conditions precedent have not been satisfied as of the
Closing Date as to any Option Holder, Buyer may, as its sole and exclusive
remedy, either: (i) waive any unsatisfied conditions and proceed to Closing in
accordance with the terms and provisions hereof; (ii) by notice to Seller given
on or before the Closing Date, extend the Closing Date for a period of up to
thirty (30) days (the Closing Extension
Period), and the Closing Date shall be moved to the last day of
the Closing Extension Period, or (iii) terminate this Agreement, in which event
this Agreement shall become null and void, Buyer shall receive a refund of the
Earnest Money, and all rights, liabilities and obligations of the parties under
this Agreement shall expire, except as otherwise expressly set forth herein;
provided that if such failure of condition is caused by Seller, Seller shall pay
to Buyer the out-of-pocket costs and expenses incurred by Buyer in connection
with this Agreement in an amount not to exceed $250,000.00. If Buyer elects to
extend the Closing Date in accordance with (ii) of the immediately preceding
sentence, then Seller may, but shall not be obligated to, cause said conditions
to be satisfied during the Closing Extension Period. If Seller does not cause
said conditions to be satisfied during the Closing Extension Period, then Buyer
may, as its sole and exclusive remedy, either: (i) waive any unsatisfied
conditions and proceed to Closing in accordance with the terms and provisions
hereof; or (ii) terminate this Agreement, in which event this Agreement shall
become null and void, Buyer shall receive a refund of the Earnest Money, and all
rights, liabilities and obligations of the parties under this Agreement shall
expire, except as otherwise expressly set forth herein; provided that if such
failure of condition is caused by Seller, Seller shall pay to Buyer the
out-of-pocket costs and expenses incurred by Buyer in connection with this
Agreement in an amount not to exceed $250,000.00.

11. Conditions to Sellers Obligations. Sellers
obligation to deliver title to the Partnership Interests shall be subject to
compliance by Buyer with the following conditions precedent on and as of the
date of Closing:

(a) Buyer shall deliver to Seller on each Closing Date the
portion of the Purchase Price allocated to the Partnership Interests of the
Option Holder or Option Holders being conveyed at such Closing, subject to
adjustment of such amount pursuant to Section 2 hereof; and

(b) The representations and warranties of Buyer contained in this
Agreement shall have been true when made and shall be true in all material
respects at and as of the date of Closing as if such representations and
warranties were made at and as of the Closing, and Buyer shall have performed
and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed or complied with by Buyer
prior to or at the Closing.

12.
Notices. Unless otherwise provided herein, all notices and other
communications which may be or are required to be given or made by any party to
the other in connection herewith shall be in writing and shall be deemed to have
been properly given and received on the date: (i) delivered by facsimile
transmission or by electronic mail (e.g., email), (ii) delivered in person,
(iii) deposited in the United States mail, registered or certified, return
receipt requested, or (iv) deposited with a nationally recognized overnight
courier, to the addresses set out in Section 1, or at such other addresses as
specified by written notice delivered in accordance herewith. Notwithstanding
the foregoing, Seller and Buyer agree that notice may be given on behalf of each
party by the counsel for each party and notice by such counsel in accordance
with this Section 12 shall constitute notice under this Agreement.

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13. Performance on Business Days. A "business day" is a
day which is not a Saturday, Sunday or legal holiday recognized by the Federal
Government. Furthermore, if any date upon which or by which action is required
under this Agreement is not a business day, then the date for such action shall
be extended to the first day that is after such date and is a business
day.

14. Entire Agreement. This Agreement constitutes the sole
and entire agreement among the parties hereto and no modification of this
Agreement shall be binding unless in writing and signed by all parties hereto.
No prior agreement or understanding pertaining to the subject matter hereof
(including, without limitation, any letter of intent executed prior to this
Agreement) shall be valid or of any force or effect from and after the date
hereof.

15. Severability. If any provision of this Agreement, or
the application thereof to any person or circumstance, shall be invalid or
unenforceable, at any time or to any extent, then the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby. Each provision of this Agreement shall be valid and enforced
to the fullest extent permitted by law

16. No Representations or Warranties. Except as set forth
in this Agreement, the Partnership Interests are in their respective as-is
condition with no representation or warranties whatsoever. Except as expressly
set forth in this Agreement, neither Seller, its employees, representatives,
agents, counsel, broker, sales agent, nor any partner, officer, director,
employee, trustee, shareholder, principal, parent, subsidiary, affiliate, agent
or attorney of Seller, its counsel, broker or sales agent, nor any other party
related in any way to any of the foregoing (collectively, Seller's Representatives) have or shall be deemed to have
made any representations or warranties, express or implied, regarding the
Partnership Interests or any matters affecting the Partnership Interests. Buyer
acknowledges (i) that Buyer is a sophisticated buyer, knowledgeable and
experienced in the financial and business risks attendant to an investment in
partnerships and capable of evaluating the merits and risks of entering into
this Agreement and purchasing the Partnership Interests, (ii) that Buyer has
entered into this Agreement in reliance on its own investigation of the
condition of the Partnership Interests, and (iii) that Buyer is not relying upon
any representation or warranty concerning the Partnership Interests made by
Seller or Sellers Representatives other than as expressly set forth in this
Agreement.

17. Applicable Law; Jurisdiction; and Venue. This
Agreement shall be construed under the laws of the Commonwealth of Pennsylvania,
without giving effect to any state's conflict of laws principles. The parties
hereby consent to the subject matter jurisdiction, personal jurisdiction and
venue of the United States Federal District Court for the Eastern District and
the State Court of the County of Montgomery, Commonwealth of
Pennsylvania.

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18. Brokers
Commissions. Buyer and Seller each hereby
represent that there are no brokers involved or that have a right to
proceeds in this transaction. Seller and Buyer each hereby agree to indemnify
and hold the other harmless from all loss, cost, damage or expense(including reasonable attorneys' fees at both trial and appellate levels)
incurred by the other as a result of any claim arising out of the acts of the
indemnifying party (or others on its behalf) for a commission, finder's fee or
similar compensation made by any broker, finder or any party who claims to have
dealt with such party (except that Buyer shall have no obligations hereunder
with respect to any claim by Brokers). The representations, warranties and
indemnity obligations contained in this section shall survive the Closing or the
earlier termination of this Agreement.

19. Assignment. Buyer may not assign its rights under this
Agreement, without Seller's consent, provided, however, that no such assignment
shall relieve Buyer of any of its obligations hereunder until Closing is
complete. Notwithstanding anything stated herein to the contrary, Buyer may
assign its rights under this Agreement to an affiliate or subsidiary of Buyer
without Seller's consent, provided, however, that no such assignment shall
relieve Buyer of any of its obligations hereunder until Closing is
completed.

20. Attorneys Fees. In any action between Buyer and
Seller as a result of failure to perform or a default under this Agreement, the
prevailing party shall be entitled to recover from the other party, and the
other party shall pay to the prevailing party, the prevailing partys attorneys
fees and disbursements and court costs incurred in such action.

21. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have been
signed by each of the parties and delivered to the other party. Signatures on
this Agreement which are transmitted by electronically shall be valid for all
purposes, however any party shall deliver an original signature on this
Agreement to the other party upon request.

22. Anti-Terrorism. Neither Buyer or Seller, nor any of
their affiliates, are in violation of any Anti-Terrorism Law (as hereinafter
defined) or engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law. Anti-Terrorism Laws
shall mean any laws relating to terrorism or money laundering, including:
Executive Order No. 13224; the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56, as the same has been, or may hereafter be, renewed, extended,
amended or replaced; the applicable laws comprising or implementing the Bank
Secrecy Act; and the applicable laws administered by the United States Treasury
Departments Office of Foreign Asset Control (as any of the foregoing may from
time to time be amended, renewed, extended, or replaced).

23. Confidentiality. Buyer and Seller shall keep
confidential and shall not disclose the terms of the transaction contemplated by
this Agreement and any Confidential Information without the prior written
consent of the other except to Buyer's and Seller's respective directors,
officers, employees, advisors and agents, which shall be advised as to the
confidentiality restrictions. Notwithstanding anything to the contrary stated
herein, Buyer's and Seller's liability in connection with this Section 28 shall
be strictly limited to willful and bad faith disclosures of Confidential
Information by Buyer, and in no event shall either party have any liability for
consequential damages in connection therewith.

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The term
"Confidential Information" shall mean any oral, written or documentary
information which (i) is received by either party to this Agreement from the
other party relating to this Agreement; and (ii) is information that, due to
either the circumstances of disclosure or the nature of the information itself,
would put a reasonable recipient on notice as to its potential confidential
nature at the time of its disclosure. Confidential Information shall not include
information already known to Buyer, information disclosed by a party not subject
to this Agreement, or information that is otherwise publicly available. All
Confidential Information shall remain the property of the disclosing
party.

24. Amendment to Certificate of Limited Partnership. On
the date of Closing, Buyer shall cause to be filed with the Secretary of the
State of Delaware an amendment to the Certificate of Limited Partnership of each
Option Holder (the Amendment to Certificate of Limited Partnership)
identifying the new general partner of each Option Holder and changing the name
of each Option Holder to a name selected by Buyer.

[the rest of this page
was intentionally left blank]

11

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Exhibit 2.4

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

| | SELLER:                                                               |                                                                     |                                      
| | --------------------------------------------------------------------- | ------------------------------------------------------------------- | -------------------------------------
| |                                                                      
| | 2007 PA
      HOLDINGS, LLC, a Delaware limited liability company    
| |                                                                      
| | By:                                                                   | Harleysville National Bank and Trust Company, its sole
      member
| |                                                                      
| |                                                                      
| |                                                                       | By:                                                                 | /s/
      Michael High               
| |                                                                       | Michael High,                                                      
| |                                                                       |                                                                     | Executive Vice
      President and CO
| |                                                                      
| |                                                                      
| | PA
      BRANCH HOLDINGS, LLC, a Delaware limited liability
  company
| |                                                                       |                                                                    
| | By:                                                                   | Harleysville National Bank and Trust Company, its sole
      member
| |                                                                      
| |                                                                      
| |                                                                       | By:                                                                 | /s/
      Michael High               
| |                                                                       | Michael High,                                                      
| |                                                                       |                                                                     | Executive Vice
      President and CO

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVHVPA0001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware
      limited partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVHVPA0001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

13

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                                
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVLNDPA002 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      liability company, its general partner
| |                                                                                     |                                                                                                  |                                                                                                
| |                                                                                     |                                                                                                  | By:                                                                                            
| |                                                                                     |                                                                                                  |                                                                                                
| |                                                                                     |                                                                                                  |                                                                                                
| |                                                                                     |                                                                                                  |                                                                                                
| |                                                                                     |                                                                                                  |                                                                                                

| |                                           
| | ------------------------------------------
| | ARC HVLNDPA002 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

14

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVLSDPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVLSDPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

15

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVLHNPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVLHNPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

16

---

IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVLRKPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVLRKPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

17

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVPMTPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVPMTPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

18

---

IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSVPA0001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSVPA0001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

19

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSPKPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSPKPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

20

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSTNPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSTNPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

21

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSTNPA002 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSTNPA002 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

22

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSGHPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSGHPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

23

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVSHPA0001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVSHPA0001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

24

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVWPTPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVWPTPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

25

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVWYMPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVWYMPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

26

---

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

| | BUYERS:                                                                             |                                                                                                  |                                                                                      
| | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
| |                                                                                    
| | ARC
      HVLNDPA001 LIMITED PARTNER LP, a Delaware limited liability
      company
| |                                                                                    
| | By:                                                                                 | ARC HVPA General Partner II LLC, a Delaware limited liability
      company, its general partner
| |                                                                                    
| |                                                                                     | By:                                                                                              | ARC HVPA Limited Partner II LP, a Delaware limited
      partnership, its sold member
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  | By:                                                                                  
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      
| |                                                                                     |                                                                                                  |                                                                                      

| |                                           
| | ------------------------------------------
| | ARC HVLNDPA001 GP
      LLC,              
| | a Delaware limited liability
      company
| |                                           
| | By:                                       
| | Name:                                     
| | Title:                                    

27

---

THE UNDERSIGNED HEREBY
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO
TITLE INSURER AND THE DEPOSIT.

TITLE
INSURER:

CHICAGO TITLE INSURANCE
COMPANY

|By:    | /s/ Edwin G.
      Ditlow
|------ | -------------------------
|       |                          
|Name:  | Edwin G.
      Ditlow    
|       |                          
|Title: | Vice
      President     
|       |                          
|Date:  | December 27,
      2007  

28

---

Exhibit
2.4

EXHIBITS AND
SCHEDULES

|Exhibit A     | - | Assignment
      and Assumption Agreement
|------------- | - | -----------------------------------------
|              |   |                                          
|Schedule I    | - | Buyers                                   
|              |   |                                          
|Schedule II   | - | Option Holders/Buyer                     
|              |   |                                          
|Schedule 1(g) | - | Purchase Price
      Allocation          

---