“William Penn Affiliate Letters” shall have the meaning set forth in the Recitals. “William Penn Bank” shall mean William Penn Bank, a Pennsylvania-chartered stock savings bank, with its principal offices located at 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007, which is a wholly-owned subsidiary of William Penn. “William Penn Benefit Plan” shall have the meaning set forth in Section 4.12(a). “William Penn Common Stock” shall mean the common stock, $0.01 par value per share, of William Penn. “William Penn Continuing Employee” shall have the meaning set forth in Section 7.8(e). “William Penn Disclosure Schedule” shall mean a written disclosure schedule delivered by William Penn to Mid Penn specifically referring to the appropriate section of this Agreement. “William Penn ESOP” means the William Penn Bank ESOP. “William Penn ESOP Loan” shall have the meaning set forth in Section 6.15. “William Penn Financial Statements” shall mean (i) the audited consolidated financial statements of William Penn as of June 30, 2024, and for the two (2) years ended June 30, 2024 and June 30, 2023, including the notes thereto, and (ii) the unaudited interim consolidated financial statements of William Penn as of the end of each calendar quarter following June 30, 2024 and for the periods then ended, including the notes thereto. “William Penn 401(k) Plan” shall have the meaning set forth in Section 7.8(h). “William Penn Foundation” shall have the meaning set forth in Section 7.15. “William Penn Insiders” shall have the meaning set forth in Section 8.6. “William Penn Material Contracts” shall have the meaning set forth in Section 4.8(c). “William Penn Nominee” shall have the meaning set forth in Section 7.13(a). “William Penn Option” shall have the meaning set forth in Section 3.1(e)(1). “William Penn Permitted Liens” shall have the meaning set forth in Section 4.9(a). “William Penn Recommendation” shall have the meaning set forth in Section 8.1(a). “William Penn Regulatory Agreement” shall have the meaning set forth in Section 4.11(c). “William Penn Regulatory Reports” means the Call Reports of William Penn Bank and accompanying schedules, as filed with the FDIC, for each calendar quarter beginning with the quarter ended June 30, 2024, through the Closing Date, and all reports filed with the PDB or FRB by William Penn or William Penn Bank from June 30, 2024 through the Closing Date. “William Penn Representative” shall have the meaning set forth in Section 6.8(a). “William Penn Restricted Stock” shall have the meaning set forth in Section 3.1(f). “William Penn SEC Reports” shall have the meaning set forth in Section 4.28. A-8
RkJQdWJsaXNoZXIy NTYwMjI1