(b) William Penn has previously made available, or will make available, to Mid Penn the William Penn Financial Statements. The William Penn Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of William Penn and the William Penn Subsidiaries as of and for the respective periods ending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP during the periods involved, except as indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (c) As of the date of each balance sheet included in the William Penn Financial Statements, neither William Penn nor William Penn Bank has had, or will have, any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such William Penn Financial Statements or William Penn Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (d) The records, systems, controls, data and information of William Penn and the William Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of William Penn or any William Penn Subsidiary (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect. William Penn (i) has, to the extent required by applicable law or GAAP, implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to William Penn, including its consolidated William Penn Subsidiaries, is made known to the chief executive officer and the chief financial officer of William Penn by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to William Penn’s outside auditors and the audit committee of William Penn’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect William Penn’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in William Penn’s internal control over financial reporting. These disclosures (if any) were made in writing by management to William Penn’s auditors and audit committee and a copy has previously been made available to Mid Penn. (e) Since June 30, 2021, (i) neither William Penn nor any of the William Penn Subsidiaries, nor to the Knowledge of William Penn, any director, officer, employee, auditor, accountant or representative of William Penn or any of the William Penn Subsidiaries, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of William Penn or any of the William Penn Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that William Penn or any of the William Penn Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing William Penn or any of the William Penn Subsidiaries, whether or not employed by William Penn or any of the William Penn Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by William Penn or any of its officers, directors, employees or agents to the Board of Directors of William Penn or any committee thereof or to any director or officer of William Penn. A-19
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