4.14. Brokers, Finders and Financial Advisors. Neither William Penn, nor any of its respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability or commitment for any fees or commissions to any such Person in connection with the transactions contemplated by this Agreement except for the retention of Piper Sandler & Co. (“Piper Sandler”) by William Penn and the fee payable pursuant thereto. A true and complete copy of the engagement letter, as amended, between William Penn and Piper Sandler has been delivered to Mid Penn. 4.15. Loan Matters. (a) The allowance for credit losses reflected in William Penn’s audited consolidated balance sheet at June 30, 2024 was, and the allowance for credit losses shown on William Penn’s balance sheets for periods ending after June 30, 2024 was, or will be, adequate, as of the date thereof, under GAAP. (b) William Penn Disclosure Schedule 4.15(b) sets forth a listing, as of September 30, 2024, by account, of: (i) all loans (including loan participations) of William Penn Bank or any other William Penn Subsidiary that have been accelerated during the past twelve (12) months; (ii) all loan commitments or lines of credit of William Penn Bank or any other William Penn Subsidiary which have been terminated by William Penn Bank or any other William Penn Subsidiary during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iii) each borrower, customer or other party which has notified William Penn Bank or any other William Penn Subsidiary during the past twelve (12) months of, or has asserted against William Penn Bank or any other William Penn Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of William Penn, each borrower, customer or other party which has given William Penn Bank or any other William Penn Subsidiary any oral notification of, or orally asserted to or against William Penn Bank or any other William Penn Subsidiary, any such claim; (iv) all loans (A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (D) where, during the past three (3) years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (E) where a specific reserve allocation exists in connection therewith; and (v) all assets classified by William Penn Bank or any William Penn Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Except as set forth on William Penn Disclosure Schedule 4.15(b), all loans of William Penn Bank have been classified as of September 30, 2024 in accordance with the loan policies and procedures of William Penn Bank. (c) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, all loans receivable (including discounts) and accrued interest entered on the books of William Penn and the William Penn Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of William Penn’s or the appropriate William Penn Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of William Penn, the loans, discounts and the accrued interest reflected on the books of William Penn and the William Penn Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by William Penn or the appropriate William Penn Subsidiary free and clear of any Liens. A-28
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