LNKB LINKBANCORP Inc

The Company is a Pennsylvania corporation. Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988 (“BCL”), provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation unless and only to the extent a court determines that the person is fairly and reasonably entitled to indemnification. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 1746 of the BCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any by-law provision, provided that no indemnification may be made in any case where the act or failure or act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1747 of the BCL authorizes a corporation to purchase insurance for directors and other representatives. The foregoing statement is subject to the detailed provisions of Section 1741-1850 of the BCL.

The bylaws of the Company provide indemnification or reimbursement for reasonable expenses actually incurred by directors or officers. However, indemnification or reimbursement shall not be provided to a director or officer for willful misconduct or recklessness.

The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the Company.

We consent to the incorporation by reference in this Registration Statement on Form S-8 of LINKBANCORP, Inc. of our report dated March 30, 2023, relating to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of LINKBANCORP, Inc. for the year ended December 31, 2022.

Cranberry Township, Pennsylvania

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(1)

This Registration Statement on Form S-8 covers shares of common stock $0.01 par value of LINKBANCORP, Inc. issuable pursuant to the Virginia Partners Bank 2008 Incentive Stock Option Plan and the Virginia Partners Bank 2015 Incentive Stock Option Plan (collectively, the “Plans”) assumed in connection with the merger of Partners Bancorp with and into LINKBANCORP, Inc., and any additional shares of common stock that become issuable under the Plans by reason of any stock dividend, stock split, or other similar transaction, in accordance with Rule 416(a) under the Securities Act of 1933, as amended.

(2)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $5.85 per share, the weighted-average exercise price of stock options outstanding under the Plans as of the date of this Registration Statement.